We are involved from time to time in legal proceedings and commercial or contractual disputes, which could have an adverse impact on our profitability and consolidated financial position.

Although standards may vary depending on the applicable law, generally under U.S. federal bankruptcy law and comparable provisions of state fraudulent transfer laws, if a court were to find that, among other things, at the time any guarantor of the exchange notes ~~incurred~~and may otherwise restrict our activities.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein (or in any subsequently filed document which is also incorporated or deemed incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We have filed with the ~~SEC~~Securities and Exchange Commission a registration statement under the Securities Act of 1933, with respect to the exchange notes to be issued in the exchange offer. This prospectus does not contain all of the information set forth in the ~~registration~~registrations statement and the exhibits and schedules thereto, to which

reference is hereby made. Statements made in this prospectus as to the contents of any contract, agreement or other document referred to are not necessarily complete. With respect to each such contract, agreement or other document filed as an exhibit to the registration statement or to a document incorporated by reference herein, reference is hereby made to the exhibit for a more complete description of the matter involved and each such statement shall be deemed qualified in its entirety by such reference.

FORWARD-LOOKING STATEMENTS

This prospectus contains and incorporates by reference forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section ~~21 E~~21E of the Securities Exchange Act of 1934. When used in this prospectus, the words “will,” “may,” “designed to,” “outlook,” “believe,” “should,” “anticipate,” “plan,” “expect,” “intend,” “estimate” and similar expressions generally identify these forward-looking statements. You are cautioned that any statements contained or incorporated in this prospectus which address operating or financial performance, events or developments that we expect or anticipate may occur in the future, including statements related to business opportunities, awarded sales contracts, sales backlog and net income per share growth or statements expressing views about future operating and financial results, are forward-looking statements. Because these forward-looking statements are subject to risks and uncertainties, actual results may differ materially from the expectations expressed in the forward-looking statements. Important factors, risks and uncertainties that may cause actual results to differ from those expressed in our forward-looking statements include, but are not limited to:


	•	general economic conditions in the markets in which we operate, including changes in interest rates or currency exchange rates;

	•	the financial condition of our customers and ~~fuel prices;~~suppliers;

	•	fluctuations in the production of vehicles for which we are a supplier;

	•	disruptions in the relationships with our suppliers;

	•	labor disputes involving us or our significant customers or suppliers or that otherwise affect us;

	•	our ability to achieve cost reductions that offset or exceed customer-mandated selling price reductions;

	•	the outcome of customer productivity negotiations;

	•	the impact and timing of program launch costs;

	•	the costs and timing of facility closures, business realignment or similar actions;

	•	increases in our warranty or product liability costs;

	•	risks associated with conducting business in foreign countries;

	•	~~fluctuations in foreign exchange rates;~~

	•	~~adverse changes in economic conditions or political instability in the jurisdictions in which we operate;~~

	•	competitive conditions impacting our key ~~customers;~~customers and suppliers;

	•	raw material cost and availability;

	•	our ability to ~~successfully integrate~~mitigate the ~~recently acquired terminals~~significant impact of increases in raw material, energy and ~~connectors operations;~~commodity costs;

	•	the outcome of legal or regulatory proceedings to which we are or may become a party;

	•	unanticipated changes in cash ~~flow; and~~flow, including our ability to align our vendor payment terms with those of our customers;

	•	the finalization of our restructuring strategy; and


	•	other risks described above in ~~“— Risk~~“Risk factors” and the risks and information provided from time to time in our ~~other SEC~~Securities and Exchange Commission filings.

Finally, our agreement to transfer substantially all of our North American interior business to IAC North America is subject to various conditions, including the receipt of required third-party consents, as well as other closing conditions customary for transactions of this type. No assurances can be given that the proposed transaction will be consummated on the terms contemplated or at all.

The forward-looking statements included or incorporated by reference in this prospectus are made as of the date of this prospectus, and we do not assume any obligation to update, ~~any of these forward-looking statements.~~

amend or clarify them to reflect events, new information or circumstances occurring after the date hereof.

USE OF PROCEEDS

The exchange offer is intended to satisfy ~~Lear’s~~our obligations under the registration rights agreement that ~~Lear~~we entered into in connection with the private offering of the original notes. ~~Lear~~We will not receive any cash proceeds from the issuance of the exchange notes. The originals notes that are surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. As a result, the issuance of the exchange notes will not result in any increase or decrease in ~~Lear’s~~our indebtedness.

Concurrently with the offering of the original notes, we commenced an offer to purchase (i) any and all of our 8.125% Senior Notes due 2008 at a price of €1,045 per €1,000 principal amount plus accrued interest and (ii) a portion of our 8.11% Senior Notes due 2009 at a price of $1,055 per $1,000 principal amount plus accrued interest. We ~~expect~~intend to use the net proceeds received from the original notes to fund the repurchase in a tender offer for ~~general corporate purposes, including, without limitation,~~up to €237 million (approximately $316 million based on exchange rates in effect on December 1, 2006) of our 2008 notes, which is the ~~repayment or~~aggregate principal amount outstanding. We will also use the net proceeds received from the original notes to repurchase of a portion of our ~~$600~~2009 notes, of which $593 million ~~7.96% Senior Notes due~~aggregate principal amount was outstanding as of December 1, 2006. On December 6, 2006, holders of approximately €170.3 million in ~~May 2005.~~aggregate principal amount of 2008 notes and approximately $543.2 million in aggregate principal amount of 2009 notes had tendered their notes pursuant to the offer. This represents approximately 72% and 92% of the outstanding principal amount of 2008 notes and 2009 notes, respectively. Any net proceeds remaining after the tender offer for both the 2008 notes and the 2009 notes will be used for general corporate purposes.

~~SUMMARY~~SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following ~~summary~~selected historical consolidated financial information ~~of Lear~~ as of and for the years ended December 31, 2005, 2004, 2003 ~~2002, 2001, 2000~~ and ~~1999,~~2002, except for certain information included in “— Other Data” indicated as unaudited, is derived from our consolidated financial statements which have been audited by Ernst & Young LLP, independent registered public ~~accountants (for 2003~~accountants. The selected historical consolidated financial information as of and ~~2002) and~~for the year ended December 31, 2001 is derived from our consolidated financial statements which have been audited by Arthur Andersen ~~LLP, independent auditors (for 2001, 2000 and 1999).~~LLP. The ~~summary~~selected historical consolidated financial information as of and for the nine-month period ended September 30, 2006 and October ~~2, 2004 and September 27, 2003,~~1, 2005, is derived from our unaudited financial statements which, in our opinion, include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our financial position and results of operations for such periods. Our historical results are not necessarily indicative of our results of operations in future periods.

We have incorporated by reference our consolidated financial statements as of December 31, ~~2003~~2005 and ~~2002,~~2004, and for the years ended December 31, ~~2003, 2002~~2005, 2004 and ~~2001,~~2003, into this prospectus from our Annual Report onForm 10-K for the fiscal year ended December 31, ~~2003.~~2005. We have incorporated by reference our unaudited condensed consolidated financial statements as of September 30, 2006 and October ~~2, 2004 and September 27, 2003,~~1, 2005, and for the nine-month periods then ended into this prospectus from our Quarterly Report onForm 10-Q for the fiscal quarter ended ~~October 2, 2004.~~September 30, 2006. The information set forth below is qualified in its entirety by, and should be read in conjunction with, the consolidated financial statements and the notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference herein.

We have also incorporated by reference our unaudited pro forma condensed consolidated financial statements, as of and for the nine months ended September 30, 2006 and for the year ended December 31, 2005, into this prospectus from our Current Report onForm 8-K
As of or for the
Nine Months Ended
As of or for the Year Ended December 31,
October 2, September 27,
2004 2003 2003 2002 2001(1) 2000(2) 1999(3)
(Unaudited)
(In millions)(4)
Operating Data:

Net sales $ 12,673.9 $ 11,491.4 $ 15,746.7 $ 14,424.6 $ 13,624.7 $ 14,072.8 $ 12,428.8
Gross profit 1,038.7 965.5 1,346.4 1,260.3 1,034.8 1,450.1 1,269.2
Selling, general and administrative expenses 487.5 428.8 573.6 517.2 514.2 524.8 483.7
Restructuring and other credits — — — — — — (4.4 )
Amortization of goodwill — — — — 90.2 89.9 76.6
Interest expense 121.6 144.7 186.6 210.5 254.7 316.2 235.1
Other expense, net(5) 38.9 40.6 52.0 64.1 85.8 47.2 47.1

Income before income taxes and extraordinary items 390.7 351.4 534.2 468.5 89.9 472.0 431.1
Income taxes 91.5 103.3 153.7 157.0 63.6 197.3 174.0

Income before extraordinary items 299.2 248.1 380.5 311.5 26.3 274.7 257.1
Cumulative effect of a change in accounting principle, net of tax(6) — — — 298.5 — — —

Net income $ 299.2 $ 248.1 $ 380.5 $ 13.0 $ 26.3 $ 274.7 $ 257.1

Balance Sheet Data:

Current assets $ 4,197.6 $ 3,296.9 $ 3,375.4 $ 2,507.7 $ 2,366.8 $ 2,828.0 $ 3,154.2
Total assets 9,576.5 8,353.4 8,571.0 7,483.0 7,579.2 8,375.5 8,717.6
Current liabilities 4,501.8 3,615.5 3,582.1 3,045.2 3,182.8 3,371.6 3,487.4
Long-term debt 1,854.1 2,042.2 2,057.2 2,132.8 2,293.9 2,852.1 3,324.8
Stockholders’ equity 2,512.6 2,030.3 2,257.5 1,662.3 1,559.1 1,600.8 1,465.3
filed with the Securities and Exchange Commission on December 8, 2006. The unaudited pro forma condensed consolidated financial statements give effect to the following transactions: (i) our sale of 8,695,653 shares of our common stock in a private placement to affiliates of and funds managed by Carl C. Icahn for a purchase price of $23 per share; (ii) the contribution of substantially all of our European interior business to IAC Europe; (iii) the transfer of substantially all of our North American interior business to IAC North America; (iv) our private placement of $900 million of the original notes and our tender offer for the outstanding 2008 and 2009 senior notes.


																As of or for the
																Nine Months Ended
	As of or for the Year Ended December 31,															Sept. 30,			Oct. 1,
	2005(1)			2004			2003			2002			2001(2)			2006			2005
	(In millions)(3)															(Unaudited)

Operating Data:
Net sales	$	17,089.2		$	16,960.0		$	15,746.7		$	14,424.6		$	13,624.7		$	13,558.4		$	12,691.9
Gross profit		736.0			1,402.1			1,346.4			1,260.3			1,034.8			690.1			507.1
Selling, general and administrative expenses		630.6			633.7			573.6			517.2			514.2			493.9			484.6
Goodwill impairment charges		1,012.8			—			—			—			—			2.9			670.0
Amortization of goodwill		—			—			—			—			90.2			—			—
Interest expense		183.2			165.5			186.6			210.5			254.7			157.5			138.1
Other expense, net(4)		38.0			38.6			51.8			52.1			78.3			60.1			29.0

Income (loss) before provision (benefit) for income taxes, minority interests in consolidated subsidiaries, equity in net (income) loss of affiliates and cumulative effect of a change in accounting principle		(1,128.6	)		564.3			534.4			480.5			97.4			(24.3	)		(814.6	)
Provision (benefit) for income taxes		194.3			128.0			153.7			157.0			63.6			45.8			(62.2	)
Minority interests in consolidated subsidiaries		7.2			16.7			8.8			13.3			11.5			9.6			5.2
Equity in net (income) loss of affiliates		51.4			(2.6	)		(8.6	)		(1.3	)		(4.0	)		(14.3	)		21.3
Cumulative effect of a change in accounting principle, net of tax(5)		—			—			—			298.5	(5)		—			(2.9	)(6)		—

Net income (loss)	$	(1,381.5	)	$	422.2		$	380.5		$	13.0		$	26.3		$	(62.5	)	$	(778.9	)

As of or for the
Nine Months Ended
As of or for the Year Ended December 31,
October 2, September 27,
2004 2003 2003 2002 2001(1) 2000(2) 1999(3)
(Unaudited)
(In millions)(4)
Other Data:

Cash flows from operating activities $ 444.0 $ 359.6 $ 586.3 $ 545.1 $ 829.8 $ 753.1 $ 560.3
Cash flows from investing activities $ (347.2 ) $ (195.1 ) $ (346.8 ) $ (259.3 ) $ (201.1 ) $ (225.1 ) $ (2,538.2 )
Cash flows from financing activities $ 229.2 $ (146.6 ) $ (158.6 ) $ (295.8 ) $ (645.5 ) $ (523.8 ) $ 2,038.0
Capital expenditures $ 283.7 $ 214.2 $ 375.6 $ 272.6 $ 267.0 $ 322.3 $ 391.4
Ratio of earnings to fixed charges(7) (unaudited) 3.6 x 3.1 x 3.4 x 3.0 x 1.3 x 2.4 x 2.8 x
Number of facilities(8) (unaudited) 289 283 289 283 309 335 330
North American content per vehicle(9) (unaudited) $ 583 $ 592 $ 593 $ 579 $ 572 $ 553 $ 478
North American vehicle production(10) (unaudited) 11.9 12.0 15.9 16.4 15.5 17.2 17.0
Western European content per vehicle(11) (unaudited) $ 378 $ 312 $ 327 $ 257 $ 240 $ 235 $ 227
Western European vehicle production(12) (unaudited) 12.1 12.2 16.2 16.4 16.7 16.3 16.1


																As of or for the
																Nine Months Ended
	As of or for the Year Ended December 31,															Sept. 30,			Oct. 1,
	2005(1)			2004			2003			2002			2001(2)			2006			2005
	(In millions)(3)															(Unaudited)

Balance Sheet Data:
Current assets	$	3,846.4		$	4,372.0		$	3,375.4		$	2,507.7		$	2,366.8		$	4,012.1		$	4,162.7
Total assets		8,288.4			9,944.4			8,571.0			7,483.0			7,579.2			8,451.4			8,979.6
Current liabilities		4,106.7			4,647.9			3,582.1			3,045.2			3,182.8			4,139.6			4,297.3
Long-term debt		2,243.1			1,866.9			2,057.2			2,132.8			2,293.9			2,349.7			2,291.5
Stockholders’ equity		1,111.0			2,730.1			2,257,5			1,662.3			1,559.1			1,123.2			1,758.7
Other Data:
Cash flows from operating activities	$	560.8		$	675.9		$	586.3		$	545.1		$	829.8		$	106.1		$	228.8
Cash flows from investing activities	$	(531.3	)	$	(472.5	)	$	(346.8	)	$	(259.3	)	$	(201.1	)	$	(247.4	)	$	(399.2	)
Cash flows from financing activities	$	(347.0	)	$	166.1		$	(158.6	)	$	(295.8	)	$	(645.5	)	$	47.2		$	(236.7	)
Capital expenditures	$	568.4		$	429.0		$	375.6		$	272.6		$	267.0		$	268.5		$	414.3
Ratio of earnings to fixed charges (unaudited)(6)		—			3.7	x		3.4	x		3.0	x		1.3	x		0.9	x		—
Number of facilities (unaudited)		282			271			289			283			309			286			271
North American content per vehicle (unaudited)(7)	$	586		$	588		$	593		$	579		$	572		$	653		$	571
North American vehicle production (unaudited)(8)		15.8			15.7			15.9			16.4			15.5			11.6			11.8
European content per vehicle (unaudited)(9)	$	347		$	351		$	310		$	247		$	233		$	338		$	351
European vehicle production (unaudited)(10)		18.9			18.9			18.2			18.1			18.3			14.3			14.2


(1)	~~(1)~~	Results include the effect of $1,012.8 million of goodwill impairment charges, $82.3 million of fixed asset impairment charges, $104.4 million of restructuring and related manufacturing inefficiency charges (including $15.1 million of fixed asset impairment charges), $39.2 million of litigation-related charges, $46.7 million of charges related to the divestitureand/or capital restructuring of joint ventures, $300.3 million of tax charges, consisting of a U.S. deferred tax asset valuation allowance of $255.0 million and an increase in related tax reserves of $45.3 million, and a tax benefit related to a tax law change in Poland of $17.8 million.

(2)		Results include the effect of $149.2 million of restructuring and other charges, ~~($110.2 million after tax),~~ $90.2 million of goodwill amortization, ~~($83.2 million after tax),~~ $13.0 million of premium and write-off of deferred financing fees related to the prepayment of debt ~~($7.9 million after tax)~~ and a $15.0 million net loss on the sale of certain businesses and other non-recurring ~~transactions ($15.7 million after tax).~~transactions.

(3)	~~(2)~~	~~Results include $89.9 million~~Except per share data, ratio of ~~goodwill amortization ($82.9 million after tax)~~earnings to fixed charges and the effect of a $3.2 million net gain on the sale of our sealants and foam rubber business, the sale of certain foreign businesses and other non-recurring transactions ($1.9 million loss after tax).content per vehicle information.

(4)	~~(3)~~	~~Results include $76.6 million of goodwill amortization ($69.8 million after tax).~~

	~~(4)~~	~~Except for ratios, number of facilities, North American content per vehicle and Western European content per vehicle.~~

	~~(5)~~	Includes state and local non-income taxes, foreign exchange gains and losses, ~~minority interests in consolidated subsidiaries, equity in net (income) loss of affiliates,~~discounts and expenses associated with asset-backed securitization and factoring facilities, gains and losses on the sales of ~~fixed~~ assets and other miscellaneous income and expense.

(5)	~~(6)~~	~~The~~For the nine months ended September 30, 2006, the cumulative effect of a change in accounting principle resulted from the adoption of SFAS No. 123(R), “Share Based Payment.” For the year ended December 31, 2002, the cumulative effect of a change in accounting principle results from goodwill impairment charges recorded in conjunction with the adoption of ~~Statement of Financial Accounting Standards~~SFAS No. 142, “Goodwill and Other Intangible Assets.”

(6)	~~(7)~~	“Fixed charges” consist of interest on debt, amortization of deferred financing fees and that portion of rental expenses representative of interest. “Earnings” consist of income (loss) before provision (benefit) for income taxes, minority interests in consolidated subsidiaries, equity in the undistributed net ~~income~~(income) loss of affiliates, fixed charges and cumulative effect of a change in accounting principle. Earnings in the first nine months and full year of 2005 were insufficient to cover fixed charges by $811.7 million and $1,123.3 million, respectively. Accordingly, such ratios are not presented.



(7)	~~(8)~~	~~Includes facilities operated by our consolidated subsidiaries.~~

	~~(9)~~	“North American content per vehicle” is our net sales in North America divided by estimated total North American vehicle production. Content per vehicle data excludes business conducted through non-consolidated joint ventures.

~~(10)~~ (8) “North American vehicle production” includes car and light truck production in the United States, Canada and Mexico as provided by ~~J.D. Power and Associates.~~Ward’s Automotive.

~~(11)~~ (9) “~~Western~~ European content per vehicle” is our net sales in ~~Western~~ Europe divided by estimated total ~~Western~~ European vehicle production. Content per vehicle data excludes business conducted through non-consolidated joint ventures.

~~(12)~~ (10) “~~Western~~ European vehicle production” includes car and light truck production in Austria, Belgium, Bosnia, Czech Republic, Finland, France, Germany, Hungary, Italy, ~~the~~Kazakhstan, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Serbia, Sweden, Turkey, Ukraine and ~~the~~ United Kingdom as provided by J.D. Power and Associates.

THE EXCHANGE OFFER

Introduction

~~Lear hereby offers~~

We are offering to exchange ~~its 5 3/4%~~our 81/2% Series B Senior Notes due ~~2014,~~2013 and our 83/4% Series B Senior Notes due 2016, both of which have been registered under the Securities Act, for a like principal amount of ~~its~~our original unregistered ~~5 3/4%~~81/2% Senior Notes due ~~2014.~~2013 and 83/4% Senior Notes due 2016, respectively. The exchange offer is subject to terms and conditions set forth in this prospectus and the accompanying letter of transmittal. Holders may tender some or all of their original notes pursuant to the exchange offer. However, original notes tendered in the exchange offer must be in denominations of $1,000 or any integral multiple of $1,000.

As of the date of this prospectus, ~~$400,000,000~~$300,000,000 aggregate principal amount of the original unregistered ~~5 3/4%~~81/2% Senior Notes due ~~2014~~2013 and $600,000,000 aggregate principal amount of the original unregistered 83/4% Senior Notes due 2016 are outstanding. This prospectus, together with the letter of transmittal, is first being sent to holders of original notes on or about December , ~~2005.~~

2006.

Terms of the Exchange Offer

On the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, ~~Lear~~we will accept for exchange pursuant to the exchange offer original notes that are validly tendered and not withdrawn prior to the expiration date. As used in this prospectus, the term “expiration date” means 5:00 p.m., New York City time, on January , ~~2005.~~2007. However, if ~~Lear,~~we elect, in ~~its~~our sole discretion, ~~extends~~to extend the period of time for which the exchange offer is open, the term “expiration date” will mean the latest time and date to which ~~Lear~~we shall have extended the expiration of the exchange offer.

The exchange offer is subject to the conditions set forth in “— Conditions to the exchange offer.” ~~Lear reserves~~We reserve the right, but will not be obligated, to waive any or all of the conditions to the exchange offer.

~~Lear reserves~~

We reserve the right, at any time or from time to time, to extend the period of time during which the exchange offer is open by giving written notice of such extension to the exchange agent and by making a public announcement of such extension. There can be no assurance that ~~Lear~~we will exercise ~~its~~our right to extend the exchange offer. During any extension period, all original notes previously tendered will remain subject to the exchange offer and may be accepted for ~~exchange by Lear.~~exchange. Assuming the prior satisfaction or waiver of the conditions to the exchange offer, ~~Lear~~we will accept for exchange, and exchange, promptly after the expiration date, in accordance with the terms of the exchange offer, all original notes validly tendered pursuant to the exchange offer and not withdrawn prior to the expiration date. Any original notes not accepted by ~~Lear~~us for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of the exchange offer.

~~Lear reserves~~

We reserve the right, at any time or from time to time, to:

(1) terminate the exchange offer, and not to accept for exchange any original notes not previously accepted for exchange, upon the occurrence of any of the events set forth in “— Conditions to the exchange offer,” by giving written notice of such termination to the exchange agent, and
~~(2) waive any conditions or otherwise amend the exchange offer in any respect, by giving written notice to the exchange agent.~~

(2) waive any conditions or otherwise amend the exchange offer in any respect, by giving written notice to the exchange agent.

An extension, termination, or amendment of the exchange offer will be followed as promptly as practicable by public announcement, the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Without limiting the manner in which ~~Lear~~we may choose to make any public announcement, ~~Lear~~we will have no obligation to make or communicate any such announcement otherwise than by issuing a release to a newspaper of general circulation in the City of New York or as otherwise may be required by law.

Holders of original notes do not have any appraisal or dissenters’ rights under the General Corporation Law of the State of Delaware ~~the indenture,~~ or the ~~supplemental~~ indenture in connection with the exchange offer. ~~Lear intends~~We intend to conduct the exchange offer in accordance with the applicable requirements of the

Securities Act, the Exchange Act, and the rules and regulations of the Securities and Exchange Commission promulgated under those Acts.

Procedures for Tendering

Except as set forth below, any holder of original notes that wishes to tender original notes must cause the following to be transmitted to and received by ,Bank of New York, the exchange agent, at the address set forth below under “— Exchange agent” no later than 5:00 p.m., New York City time, on the expiration date:


	•	The certificates representing the tendered original notes or, in the case of a book-entry tender as described below, a confirmation of the book-entry transfer of the tendered original notes into the exchange agent’s account at ~~DTC,~~The Depository Trust Company, as book-entry transfer facility;

	•	A properly completed and duly executed letter of transmittal in the form accompanying this prospectus or, at the option of the tendering holder in the case of a book-entry tender, an agent’s message in lieu of such letter of transmittal; and

	•	Any other documents required by the letter of transmittal.

The Depository Trust Company is referred to as “DTC” or the “book-entry transfer facility.”

The method of delivery of original notes, letters of transmittal, and all other required documents is at your election and risk. If the delivery is by mail, ~~Lear recommends~~we recommend that you use registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. You should not send letters of transmittal or certificates representing original notes to ~~Lear.~~

us.

Any beneficial owner of original notes that are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee who wishes to participate in the exchange offer should promptly contact the person through which it beneficially owns such original notes and instruct that person to tender original notes on behalf of such beneficial owner.

Any registered holder of original notes that is a participant in DTC’s Book-Entry Transfer Facility system may tender original notes by book-entry delivery by causing DTC to transfer the original notes into the exchange agent’s account at DTC in accordance with such book-entry transfer facility’s procedures for such transfer. However, a properly completed and duly executed letter of transmittal in the form accompanying this prospectus or an agent’s message, and any other required documents, must nonetheless be transmitted to and received by the exchange agent at the address set forth below under “— Exchange agent” prior to the expiration date.Delivery of Documents to DTC in accordance with its procedures does not constitute delivery to the exchange agent. ~~DTC is referred to as the “book-entry transfer facility.”~~

The term “agent’s message” means a message transmitted by a book-entry transfer facility, and received by the exchange agent and forming a part of a confirmation of the book-entry tender of their original notes into the exchange agent’s account at the book-entry transfer facility which states that the book-entry transfer facility has received an express acknowledgment from each participant tendering through such book-entry transfer facility’s ~~automated~~Automated Tender Offer Program, or ATOP, that the participant has received and agrees to be bound by, and makes the representations and warranties contained in, the letter of transmittal and that ~~Lear~~we may enforce the letter of transmittal against the participant.

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the original notes surrendered for exchange are tendered:


	•	by a registered holder of the original notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

	•	~~for~~For the account of an eligible institution.

In the event that signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantees must be made by a firm that is an eligible institution — including most banks, savings and loan associations, and brokerage houses — that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program, or the Stock Exchanges Medallion Program.

If the letter of transmittal is signed by a person or persons other than the registered holder or holders of the original notes, the letter of transmittal must be accompanied by a written instrument or instruments of transfer or exchange in a form satisfactory to ~~Lear,~~us, in ~~its~~our sole discretion, and duly executed by the registered holder or holders with the signature guaranteed by an eligible institution. Certificates representing the original notes must be endorsed or accompanied by appropriate powers of attorney, in either case signed exactly as the name or names of the registered holder or holders appear on the certificates representing the original notes.

If the letter of transmittal or any certificates representing original notes, instruments of transfer or exchange, or powers of attorney are signed by trustees, executors, administrators, guardians,attorneys-in-fact, officers of corporations, or others acting in a fiduciary or representative capacity, the persons should so indicate when signing, and, unless waived by ~~Lear,~~us, proper evidence satisfactory to ~~Lear~~us of their authority to so act must be submitted.

By tendering original notes pursuant to the exchange offer, each holder will represent to ~~Lear~~us that, among other things:


	•	~~the~~The holder has full power and authority to tender, sell, assign, transfer, and exchange the original notes tendered;

	•	when such original notes are accepted by ~~Lear~~us for exchange, ~~Lear~~we will acquire good and unencumbered title to the original notes, free and clear of all liens, restrictions, charges, encumbrances, and adverse claims;

	•	the exchange notes acquired pursuant to the exchange offer are being acquired in the ordinary course of business of the person receiving the exchange notes, whether or not the person is the holder of the original notes;

	•	neither the holder nor any such other person is engaging in or intends to engage in a distribution of the exchange notes;

	•	neither the holder nor any such other person has an arrangement or understanding with any person to participate in a distribution of the exchange notes; and

	•	neither the holder nor any such other person is an affiliate of ~~Lear,~~ours, or if either is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act.

In addition, each broker-dealer that is to receive exchange notes for its own account in exchange for original notes must represent that such original notes were acquired by such broker-dealer as a result of

market-making activities or other trading activities, and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. See “Plan of distribution.”

~~Lear~~

We will interpret the terms and conditions of the exchange offer, including the letter of transmittal and the instructions to the letter of transmittal, and will resolve all questions as to the validity, form, eligibility, including time of receipt, and acceptance of original notes tendered for exchange. ~~Lear’s~~Our determinations in this regard will be final and binding on all parties. ~~Lear reserves~~We reserve the absolute right to reject any and all tenders of any particular original notes not properly tendered or to not accept any particular original notes if the acceptance might, in ~~Lear’s~~our or ~~its~~our counsel’s judgment, be unlawful. ~~Lear~~We also ~~reserves~~reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular original notes either before or after the expiration date, including the right to waive the ineligibility of any holder who seeks to tender original notes in the exchange offer.

Unless waived, any defects or irregularities in connection with tenders of original notes for exchange must be cured within such reasonable period of time as ~~Lear determines.~~we determine. Neither ~~Lear,~~we, the exchange agent, nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of original notes for exchange, nor will any of ~~them~~us incur any liability for any failure to give notification. Any original notes received by the exchange agent that are not properly tendered and as to which the irregularities

have not been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the letter of transmittal, promptly after the expiration date.

Acceptance of Original Notes for Exchange; Delivery of Exchange Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer, ~~Lear~~we will accept, promptly after the expiration date, all original notes that have been validly tendered and not withdrawn, and will issue the applicable exchange notes in exchange for such original notes promptly after its acceptance of such original notes. See “— Conditions to the exchange offer” below.

For purposes of the exchange offer, ~~Lear~~we will be deemed to have accepted validly tendered original notes for exchange when, as, and if ~~Lear has~~we have given written notice of such acceptance to the exchange agent.

For each original note accepted for exchange, the holder of the original note will receive an exchange note having a principal amount equal to that of the surrendered original note. The exchange notes will accrue interest from the date of completion of the exchange offer. Holders of original notes that are accepted for exchange will receive accrued and unpaid interest on such original notes to, but not including, the date of completion of the exchange offer. Such interest will be paid on the first interest payment date for the exchange notes and will be paid to the holders on the relevant record date of the exchange notes issued in respect of the original notes being exchanged. Interest on the original notes being exchanged in the exchange offer will cease to accrue on the date of completion of the exchange offer.

In all cases, issuance of exchange notes for original notes that are accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of:


	•	the certificates representing the original notes, or a timely confirmation of book-entry transfer of the original notes into the exchange agent’s account at the book-entry transfer facility;

	•	a properly completed and duly executed letter of transmittal, or, in the case of a book-entry tender, an agent’s message; and

	•	all other required documents.

If any tendered original notes are not accepted for any reason or if original notes are submitted for a greater principal amount than the holder desires to exchange, such unaccepted or non-exchanged original notes will be returned without expense to the tendering holder of the original notes or, if the original notes were tendered by book-entry transfer, the non-exchanged original notes will be credited to an account maintained

with the book-entry transfer facility. In either case, the return of such original notes will be effected promptly after the expiration or termination of the exchange offer.

Book-Entry Transfer

The exchange agent has advised ~~Lear~~us that it will establish an account with respect to the original notes at DTC, as book-entry transfer facility, for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in the book-entry transfer facility’s system ~~may~~must make book-entry delivery of original notes by causing the book-entry transfer facility to transfer the original notes into the exchange agent’s account at the facility in accordance with the facility’s procedures for transfer. However, although delivery of original notes may be effected through book-entry transfer at the facility, a properly completed and duly executed letter of transmittal or an agent’s message, and any other required documents, must nonetheless be transmitted to, and received by, the exchange agent at the address set forth below under “— Exchange agent” prior to the expiration date, unless the holder has strictly complied with the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

If a registered holder of original notes desires to tender its original notes, and the original notes are not immediately available, or time will not permit the holder’s original notes or other required documents to reach

the exchange agent before the expiration date, or the procedure for book-entry transfer described above cannot be completed on a timely basis, a tender may nonetheless be effected if:


	•	the tender is made through an eligible institution;

	•	prior to the expiration date, the exchange agent receives from an eligible institution a properly completed and duly executed letter of transmittal, or, in the case of a book-entry tender, an agent’s message, and notice of guaranteed delivery, substantially in the form provided by ~~Lear,~~us, by facsimile transmission, mail, or hand delivery, (a) setting forth the name and address of the holder of original notes and the amount of original notes tendered, (b) stating that the tender is being made thereby, and (c) guaranteeing that, within three NYSE trading days after the expiration date, the certificates for all physically tendered original notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

	•	the certificates for all physically tendered original notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and all other documents required by the letter of transmittal, are received by the exchange agent within three NYSE trading days after the expiration date.

Withdrawal Rights

You may withdraw tenders of original notes at any time prior to 5:00 p.m., New York City time, on the expiration date. Withdrawals may be made of any portion of such original notes in integral multiples of $1,000 principal amount.

For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent at the address or, in the case of eligible institutions, at the facsimile number, set forth below under “— Exchange agent” prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must:


	•	specify the name of the person who tendered the original notes to be withdrawn;

	•	identify the original notes to be withdrawn, including the certificate number or numbers and principal amount of the original notes;

	•	contain a statement that the holder is withdrawing its election to have the original notes exchanged;


	•	be signed by the holder in the same manner as the original signature on the letter of transmittal by which the original notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the registrar with respect to the original notes (i.e., the trustee) register the transfer of such original notes in the name of the person withdrawing the tender; and

	•	specify the name in which such original notes are registered, if different from that of the person who tendered the original notes.

If original notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn original notes and otherwise comply with the procedures of the facility. All questions as to the validity, form, and eligibility, including time of receipt, of notices of withdrawal will be determined by ~~Lear, whose~~us, and our determination will be final and binding on all parties. Any original notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Properly withdrawn original notes may be retendered by following the procedures described under “— Procedures for tendering” above at any time prior to 5:00 p.m., New York City time, on the expiration date.

Conditions to the Exchange Offer

~~Lear~~

We need not exchange any original notes, may terminate the exchange offer or may waive any conditions to the exchange offer or amend the exchange offer, if any of the following conditions have occurred:


	•	~~the~~The Securities and Exchange Commission’s staff no longer allows the exchange notes to be offered for resale, resold and otherwise transferred by certain holders without compliance with the registration and prospectus delivery provisions of the Securities Act;

	•	a government body passes any law, statute, rule or regulation which, in ~~Lear’s~~our opinion, prohibits or prevents the exchange offer; or

	•	~~the~~The Securities and Exchange Commission or any state securities authority issues a stop order suspending the effectiveness of the registration statement or initiates or threatens to initiate a proceeding to suspend the effectiveness of the registration statement.

If ~~Lear~~we reasonably ~~believes~~believe that any of the above conditions has occurred, itwe may (1) terminate the exchange offer, whether or not any original notes have been accepted for exchange, (2) waive any condition to the exchange offer or (3) amend the terms of the exchange offer in any respect. ~~Lear’s~~Our failure at any time to exercise any of these rights will not waive such rights, and each right will be deemed an ongoing right which may be asserted at any time or from time to time. However, ~~Lear does~~we do not intend to terminate the exchange offer if none of the preceding conditions has occurred.

Exchange Agent

Bank of New York has been appointed as the exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at the address set forth below. Questions and requests

for assistance, requests for additional copies of this prospectus or of the letter of transmittal, and requests for notices of guaranteed delivery should be directed to the exchange agent addressed as follows:

DELIVERY TO: ,BANK OF NEW YORK, EXCHANGE AGENT


By Hand or Overnight Delivery:	Facsimile Transmissions: ~~(Eligible Institutions Only)~~ ~~(212)~~	By Registered or Certified Mail:

Bank of New York Corporate Trust Company Reorganization Unit 101 Barclay Street — 7 East New York, NY 10286	(Eligible Institutions Only) (212) 298-1915	Bank of New York Corporate Trust Company Reorganization Unit 101 Barclay Street — 7 East New York, NY 10286
Attention: Mr. David A. Mauer	To Confirm by Telephone or for Information Call: (212) 815-3687	Attention: Mr. David A. Mauer

If you deliver the letter of transmittal to an address other than as set forth above or transmit instructions via facsimile other than as set forth above, such delivery or instructions will not be effective.

Fees and Expenses

~~Lear~~

We will not make any payment to brokers, dealers, or others for soliciting acceptances of the exchange offer. ~~Lear~~We will pay the estimated cash expenses to be incurred in connection with the exchange offer. ~~Lear estimates~~We estimate these expenses, excluding the registration fee paid to the Securities and Exchange Commission, will be approximately ~~$550,000.~~

$500,000.

Accounting Treatment

~~Lear~~

We will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. ~~Lear~~We will amortize the expense of the exchange offer over the term of the exchange notes under generally accepted accounting principles.

Transfer Taxes

Holders who tender their original notes for exchange will not be obligated to pay any related transfer taxes, except that holders who instruct ~~Lear~~us to register exchange notes in the name of, or request that original notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer taxes on such transfer.

Restrictions on Transfer of Original Notes

The original notes were originally issued in a transaction exempt from registration under the Securities Act, and may be offered, sold, pledged, or otherwise transferred only:

(1) to us or any of our subsidiaries;

(2) pursuant to a registration statement which has been declared effective under the Securities Act;

(3) for so long as the original notes are eligible for resale pursuant to Rule 144A, to a person it reasonably believes is a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A;

(4) pursuant to offers and sales tonon-U.S. persons that occur outside the U.S. within the meaning of Regulation S under the Securities Act;

(5) to an accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is an institutional investor, “Institutional Accredited Investor,” purchasing for its own

• ~~in the United States to a person whom the seller reasonably believes is a qualified institutional buyer, as defined in Rule 144A under the Securities Act;~~
• ~~outside the United States in an offshore transaction in accordance with Rule 904 under the Securities Act;~~
• ~~pursuant to an exemption from registration under the Securities Act provided by Rule 144, if available; or~~
• ~~pursuant to an effective registration statement under the Securities Act.~~

account or for the account of such an Institutional Accredited Investor, in each case in a minimum principal amount of the original notes of $250,000, for investment purposes only and not with a view to or for offer or sale in connection with any distribution of the notes in violation of the Securities Act; or

(6) pursuant to any other available exemption from the registration requirements of the Securities Act.

The offer, sale, pledge, or other transfer of original notes must also be made in accordance with any applicable securities laws of any state of the United States, and the seller must notify any purchaser of the original notes of the restrictions on transfer described above. Holders of original notes who do not exchange their original notes for exchange notes pursuant to the exchange offer will continue to be subject to the restrictions on transfer of such original notes. ~~Lear does~~We do not currently anticipate that itwe will register original notes under the Securities Act. See “Risk factors — Risks related to the exchange notes — You cannot be sure that an active trading market will develop for the exchange notes, which could make it more difficult for holders of the exchange notes to sell their exchange notesand/or result in a lower price at which holders would be able to sell their exchange notes.”

Transferability of Exchange Notes

Based on interpretations by the staff of the Securities and Exchange Commission, as set forth in no-action letters issued to third parties, ~~Lear believes~~we believe that exchange notes issued pursuant to the exchange offer may be offered for resale, resold, or otherwise transferred by holders that are not affiliates of ~~Lear~~ours within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act if such exchange notes are acquired in the ordinary course of such holders’ business and such holders do not engage in, and have no arrangement or understanding with any person to participate in, a distribution of such exchange notes. However, the Securities and Exchange Commission has not considered ~~the~~this exchange offer in the context of a no-action letter. ~~Lear~~We cannot assure you that the staff of the Securities and Exchange Commission would make a similar determination with respect to the exchange offer. If any holder of original notes is an affiliate of ~~Lear~~ours or is engaged in or intends to engage in, or has any arrangement or understanding with any person to participate in a distribution of the exchange notes to be acquired pursuant to the exchange offer, such holder:


	•	cannot rely on the interpretations of the staff of the Securities and Exchange Commission set forth in the no-action letters referred to above; and

	•	must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the original notes or the exchange notes.

Each broker-dealer that is to receive exchange notes for its own account in exchange for original notes must represent that such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities and must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. In addition, to comply with the securities laws of certain jurisdictions, if

applicable, the exchange notes may not be offered or sold unless they have been registered or qualified for sale in such jurisdiction or an exemption from registration or qualification, with which there has been compliance, is available. See “Plan of distribution.”

DESCRIPTION OF EXCHANGE NOTES

The form and terms of the exchange notes and the original notes are identical in all respects except that the registration rights and related liquidated damages provisions, and the transfer restrictions applicable to the original notes do not apply to the exchange notes. Except where the context otherwise requires, references below to “notes” or “securities” are references to both original notes and exchange notes, as the case may be.

The exchange notes will be issued under an indenture dated as of ~~August 3, 2004,~~November 24, 2006, among us, the guarantors and ~~BNY Midwest~~The Bank of New York Trust Company, N.A., as trustee. The following discussion includes a summary of certain material provisions of the indenture and the exchange notes. Because this discussion is a

summary, it does not include all of the provisions of the indenture, including the definitions therein of certain terms and those terms made part of the indenture by the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and the exchange notes. You should read the indenture and the exchange notes carefully and in their entirety. Copies of the indenture and the form of the exchange notes have been filed with the registration statement of which this prospectus is a part and are available upon request from us.

You can find the definitions of certain terms used in this description under the subheading “Certain definitions.” In this section entitled “Description of the exchange notes,” references to “Lear,” “we,” “us” and “our” refer only to Lear Corporation and not any of its subsidiaries or affiliates.

General

The exchange notes will consist of ~~$400,000,000~~$300,000,000 principal amount of ~~5 3/4%~~81/2% Series B Senior Notes due ~~2014.~~

2013, and $600,000,000 principal amount of 83/4% Series B Senior Notes due 2016.

The ~~exchange~~ notes will mature on ~~August~~December 1, ~~2014.~~2013 in the case of the 2013 exchange notes and December 1, 2016 in the case of the 2016 exchange notes. The ~~exchange~~ notes will bear interest from the date of issuance at ~~5 3/4%~~81/2% per annum in the case of the 2013 exchange notes and 83/4% per annum in the case of the 2016 exchange notes, payable semiannually on ~~February~~June 1 and ~~August~~December 1 of each year, commencing on ~~, 2005.~~June 1, 2007. Interest will be payable to the person in whose name ~~an exchange~~a note (or any predecessor ~~exchange~~ note) is registered, subject to certain exceptions set forth in the indenture, at the close of business on ~~January~~May 15 or ~~July~~November 15, as the case may be, immediately preceding such ~~February~~June 1 or ~~August~~December 1. Interest on the ~~exchange~~ notes will be calculated on the basis of a360-day year consisting of 12 months of 30 days each.

Principal of and premium, if any, and interest on the ~~exchange~~ notes will be payable, and the ~~exchange~~ notes will be exchangeable and transfers thereof will be registrable, at an office or agency maintained for such purpose in New York, New York (which initially will be the corporate trust office of the trustee) or such other office or agency permitted under the indenture. So long as the ~~exchange~~ notes are represented by global notes, the interest payable on such notes will be paid to Cede & Co., the nominee of ~~The Depository Trust Company (“DTC”),~~DTC, or its registered assigns as the registered owner of such global notes, by wire transfer of immediately available funds on each applicable interest payment date. If any of the ~~exchange~~ notes are no longer represented by global notes, payment of interest thereon may, at our option, be made by check mailed to the address of the person entitled thereto.

The original notes and the exchange notes constitute a single class of securities and will vote and consent together on all matters as one series, and neither the original notes nor the exchange notes will have the right to vote or consent as a class or series separate from one another on any matter.

The ~~exchange~~ notes will be issued only in registered form without coupons, in denominations of $1,000 or integral multiples thereof. To the extent described under “— Book-entry; delivery and form” below, the principal of and interest on the ~~exchange~~ notes will be payable and transfer of the ~~exchange~~ notes will be registrable through DTC. No service charge will be made for any registration of transfer or ~~exchange~~ of ~~exchange~~ notes, but we may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

The indenture does not contain any provisions that would limit the ability of us or the guarantors to incur indebtedness or that would require the maintenance of financial ratios or specified levels of net worth or liquidity. In addition, the indenture does not contain any provisions that would require us to repurchase or redeem or otherwise modify the terms of any of the exchange notes upon a change in control or other events involving us that may adversely affect the creditworthiness of the exchange notes. However, the indenture does:


	•	provide that, subject to certain significant exceptions, neither we nor any Restricted Subsidiary will subject ~~its~~our property or assets to any mortgage or other encumbrance unless the notes are secured equally and ratably with such other indebtedness thereby secured; and

	•	contain certain limitations on the ability of us and our Restricted Subsidiaries to enter into certain sale and lease-back ~~arrangements.~~transactions. See “— Certain covenants.”

Repurchase at the Option of Holders Upon a Change of Control

Upon the occurrence of a Change of Control, each holder of notes shall have the right to require us to repurchase all or any part of such holder’s notes pursuant to the offer described below (the “Change of Control

~~See “— Certain covenants.”~~

~~Optional Redemption~~

~~The exchange notes will be redeemable as a whole at any time or in part from time to time, at our option,~~

Offer”) at a ~~redemption~~purchase price (the “Change of Control Purchase Price”) equal to ~~the greater of (i) 100%~~101% of the principal amount thereof, plus accrued and unpaid interest, to the repurchase date (subject to the right of ~~such exchange notes and (ii)~~holders of record on the ~~sum~~relevant record date to receive interest due on the relevant interest payment date).

Within 30 days following any Change of Control, we shall:

(a) cause a notice of the ~~present values~~Change of Control Offer to be sent at least once to the ~~remaining scheduled payments~~Dow Jones News Service or similar business news service in the United States; and

(b) send, by first-class mail, with a copy to the Trustee, to each holder of ~~principal~~notes, at such holder’s address appearing in the Security Register, a notice stating:

(1) that a Change of Control has occurred and ~~interest thereon~~a Change of Control Offer is being made pursuant to the covenant entitled “Repurchase at the Option of Holders Upon a Change of Control” and that all notes timely tendered will be accepted for payment;

(2) the Change of Control Purchase Price and the repurchase date, which shall be, subject to any contrary requirements of applicable law, a business day no earlier than 30 days nor later than 60 days from the ~~redemption~~ date tosuch notice is mailed;

(3) the ~~maturity date, discounted to~~circumstances and relevant facts regarding the ~~redemption date on a semiannual basis (assuming a 360-day year consisting~~Change of ~~12 months of 30 days each) at the Treasury Rate plus 20 basis points, in each case, together with any interest accrued but not paid to the date of redemption.~~

~~“Treasury Rate” means,~~Control (including information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control); and

(4) the procedures that holders of notes must follow in order to tender their notes (or portions thereof) for payment, and the procedures that holders of notes must follow in order to withdraw an election to tender notes (or portions thereof) for payment.

We will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by us and purchases all notes validly tendered and not withdrawn under such Change of Control Offer.

We will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any ~~redemption date for~~other securities laws or regulations in connection with the ~~exchange~~repurchase of notes ~~(1)~~pursuant to a Change of Control Offer. To the ~~yield,~~extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under this covenant by virtue of such compliance.

Management has no present intention to engage in a transaction involving a Change of Control, although it is possible that we would decide to do so in the future. Subject to certain covenants described below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the ~~heading which represents~~Indenture, but that could increase the ~~average for~~amount of debt outstanding at such time or otherwise affect our capital structure or credit ratings.

The definition of Change of Control includes a phrase relating to the ~~immediately preceding week, appearing in~~sale, transfer, assignment, lease, conveyance or other disposition of “all or substantially all” the ~~most recently published statistical release designated “H.15(519)~~property of Lear and the Restricted Subsidiaries, considered as a whole. Although there is a developing body of case law interpreting the phrase “substantially all,” ~~or any successor publication which~~there is ~~published weekly by the Board of Governors~~no precise established definition of the ~~Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity~~phrase under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the maturity date for the exchange notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determinedapplicable law. Accordingly, if Lear and the ~~Treasury Rate shall be interpolated or extrapolated from such yields on~~Restricted Subsidiaries, considered as a ~~straight line basis, rounding to the nearest month) or (2) if such release (or~~whole, dispose of less than all this property by any ~~successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity~~ of the ~~Comparable Treasury Issue, calculated using~~means described above, the ability of a ~~price for the Comparable Treasury Issue (expressed as~~holder of notes to require us to repurchase its notes may be uncertain. In such a ~~percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day preceding the redemption date.~~

~~“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term~~case, holders of the ~~exchange~~ notes may not be able to resolve this uncertainty without resorting to legal action.

The Senior Credit Facilities provide that the occurrence of certain events similar to those that would constitute a Change of Control would constitute a default under such debt. Future debt of ours may contain prohibitions of certain events which would constitute a Change of Control or require such debt to be ~~redeemed that would be utilized, at~~repurchased upon a Change of Control. Moreover, the ~~time~~exercise by holders of ~~selection and in accordance with customary financial practice, in pricing new issues~~notes of ~~corporate~~their right to require us to repurchase such notes could cause a default under our existing or future debt, ~~securities of comparable maturity to the remaining term of such exchange notes.~~

“Comparable Treasury Price” means with respect to any redemption date for the exchange notes (1) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2)even if the ~~Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average~~Change of ~~all such quotations.~~Control

~~“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with us.~~

“Reference Treasury Dealer” means J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and two other primary U.S. Government securities dealers in New York City (each, a “Primary Treasury Dealer”) appointed by the Trustee after consultation with us;~~provided, however,~~~~that if any of the~~

~~foregoing shall cease~~

itself does not, due to the financial effect of such repurchase on us. Finally, our ability to pay cash to holders of notes upon a repurchase may be limited by our then existing financial resources. We cannot assure you that sufficient funds will be available when necessary to make any required repurchases. Our failure to repurchase notes in connection with a ~~Primary Treasury Dealer, we shall substitute therefor another Primary Treasury Dealer.~~

~~“Reference Treasury Dealer Quotations” means,~~Change of Control would result in a default under the indenture. Such a default would, in turn, constitute a default under our existing debt and may constitute a default under future debt as well. Our obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified at any time prior to the occurrence of such Change of Control with ~~respect to each Reference Treasury Dealer and any redemption date,~~ the ~~average, as determined by the Trustee,~~written consent of the ~~bid~~holders of at least a majority in aggregate principal amount of the notes.

Ranking

The notes will be:


	•	our senior unsecured obligations;

	•	effectively subordinated to all of our existing and future secured debt to the extent of the value of the assets securing that debt;

	•	equal in right of payment(“pari passu”)with all of our existing and future senior debt;

	•	senior in right of payment to all of our future subordinated debt; and

	•	guaranteed on a senior, unsecured basis by the certain of our subsidiaries.

As of September 30, 2006, we and ~~asked prices for~~ the ~~Comparable Treasury Issue (expressed in each case as a percentage~~subsidiary guarantors had $2.3 billion of ~~its principal amount) quoted in writing~~senior debt (excluding unused commitments made by lenders), $1.0 billion of which was secured, and no senior subordinated or subordinated debt.

A substantial portion of our operations are conducted through our subsidiaries. Therefore, our ability to service our debt, including the notes, is partially dependent upon the cash flows of our subsidiaries and, to the ~~Trustee by such Reference Treasury Dealer at 5:00 p.m. (New York City time)~~extent they are not subsidiary guarantors, their ability to distribute those cash flows as dividends, loans or other payments to us. Certain laws restrict the ability of corporations to pay dividends or make loans and advances. If these restrictions are applied to subsidiaries that are not subsidiary guarantors, then we would not be able to use the cash flows of those subsidiaries to make payments on the ~~third Business Day preceding such redemption date.~~

~~Notice~~notes. Furthermore, under certain circumstances, bankruptcy “fraudulent conveyance” laws or other similar laws could invalidate the subsidiary guarantees. If this were to occur, we would also be unable to use the cash flows of ~~redemption will be mailed at least 30 days but no more than 60 days before~~these subsidiary guarantors to the ~~redemption date~~extent they face restrictions on distributing funds to ~~each holder of exchange notes to be redeemed.~~

~~Unless we default in payment~~us. Any of the ~~redemption price, on and after~~situations described above could make it more difficult for us to service our debt.

We only have a stockholder’s claim in the ~~redemption date, interest will cease~~assets of our subsidiaries. This stockholder’s claim is junior to ~~accrue on~~ the ~~exchange notes or portions thereof called for redemption.~~

~~Ranking~~

~~The exchange~~claims that creditors of our subsidiaries have against those subsidiaries. Holders of the notes will only be ~~unsecured obligations of Lear, ranking~~~~pari passu~~~~with all other unsecured and unsubordinated indebtedness~~creditors of Lear and ~~ranking~~those subsidiaries of ours that are subsidiary guarantors. In the case of subsidiaries of ours that are not subsidiary guarantors, all the existing and future liabilities of those subsidiaries, including any claims of trade creditors and preferred stockholders, will be effectively senior ~~in right of payment~~ to ~~any future subordinated indebtedness of Lear.~~ the notes.

As of ~~October 2, 2004, we had outstanding approximately $2,490.8 million of senior indebtedness and $501.6 million in cash and cash equivalents. In addition,~~September 30, 2006, the ~~exchange notes will be structurally subordinated to indebtedness of our subsidiaries other than indebtedness of the guarantors. As of October 2, 2004, the~~subsidiary guarantors had no outstanding ~~approximately $14.1 million of~~ indebtedness (excluding indebtedness represented by guarantees of our Senior Credit Facilities, ~~the original notes,~~ our ~~existing senior notes~~Existing Senior Notes and intercompany debt) and our subsidiaries other than the guarantors had outstanding approximately ~~$53.7~~$75.7 million of indebtedness.

Indebtedness under our Senior Credit Facilities is secured by pledges of all or a portion of the stock of certain of our subsidiaries and pledges of certain of our assets and the assets of our domestic subsidiaries, including certain of the subsidiary guarantors. Additionally, the aggregate amount of assets pledged to secure Indebtedness under our Senior Credit Facilities may be increased following the repayment in full of the 2008 Notes and the 2009 Notes. The ~~exchange~~ notes will not have the benefit of such pledges and the indenture does not contain any restriction upon indebtedness, ~~whether secured or unsecured,~~ that we and our subsidiaries may incur in the future. ~~The total~~As of September 30, 2006, the amount of secured indebtedness ~~as of October 2, 2004 was less than 0.1 million~~outstanding (excluding indebtedness under the Senior

Credit Facilities). was not significant. Our secured creditors will have a claim on the assets which secure our obligations prior to any claims of holders of the ~~exchange~~ notes against such assets.

Guarantees

~~Each of certain~~

Certain of our subsidiaries will irrevocably and unconditionally guarantee, on a joint and several basis, the punctual payment when due, whether at stated maturity, by acceleration or otherwise, all of our obligations under the indenture and the ~~exchange~~ notes, including our obligations to pay principal, premium, if any, and interest with respect to the ~~exchange~~ notes. Each of the guarantees shall be a guarantee of payment and not of collection. The obligations of each guarantor under its guarantee are limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such guarantor and after giving effect to any collections from or payment made by or on behalf of any other guarantor in respect of the obligations of such other guarantor under its guarantee, can be guaranteed by such guarantor without resulting in the obligations of such guarantor under its guarantee constituting a fraudulent conveyance or fraudulent transfer under applicable federal or state law. Notwithstanding the foregoing, there is a risk that the guarantees will involve a fraudulent conveyance or transfer or otherwise be void, and thus will be unenforceable.

All of the guarantors of our Senior Credit Facilities and the Existing Senior Notes will be guarantors of the notes. The guarantors on the date of the indenture ~~were~~are Lear Operations Corporation, Lear Seating Holdings Corp. #50, Lear Corporation EEDS and Interiors, Lear ~~Technologies, LLC,~~Automotive Dearborn, Inc., Lear ~~Midwest Automotive, Limited Partnership,~~Corporation (Germany) Ltd., Lear Automotive (EEDS) Spain S.L. and Lear Corporation Mexico, ~~S.A.~~S. de ~~C.V. All of the guarantors of our Senior Credit Facilities and the existing senior notes will be guarantors of the exchange notes.~~R.L. de C. V. The indenture provides that each subsidiary of Lear that becomes a guarantor under our Senior Credit Facilities or the ~~existing senior notes~~Existing Senior Notes after the date of the indenture will become a guarantor of

the notes. For additional information on the guarantors, refer to Note ~~16,~~15, “Supplemental Guarantor Condensed Consolidating Financial Statements” of our consolidated financial statements for the year ended December 31, ~~2003, incorporated by reference into this prospectus. A comparable note reflecting~~2005 and Note 20 of our ~~organizational structure as of December 31, 2004 will be included in our~~unaudited consolidated financial statements for the ~~year~~nine months ended ~~December 31, 2004~~September 30, 2006, each of which ~~will be~~is incorporated by reference ~~into~~in this ~~prospectus prior to the registration statement of which this prospectus is a part becoming effective.~~prospectus.

In the event that a subsidiary that is a guarantor ceases to be a guarantor under our Senior Credit Facilities or the ~~existing senior notes,~~Existing Senior Notes, such subsidiary will also cease to be a guarantor, whether or not a ~~Default~~default or ~~Event~~event of ~~Default~~default is then outstanding, subject to reinstatement as a guarantor in the event that such subsidiary should thereafter become a guarantor under our Senior Credit Facilities or ~~existing senior notes. Pursuant to~~ the ~~terms of the~~Existing Senior ~~Credit Facilities,~~Notes. Under certain circumstances, we currently have the right to release the guarantees of the Senior Credit Facilities. AIn particular, a subsidiary may cease to be a guarantor upon sale or other disposal of such subsidiary or otherwise. We are not restricted from selling or otherwise disposing of any of the guarantors or any or all of the assets of any of the guarantors.

The indenture provides that if the ~~exchange~~ notes are defeased in accordance with the terms of the indenture, including pursuant to a covenant defeasance, then the guarantors shall be released and discharged of their obligations under the guarantees.

Optional Redemption

Except as set forth below, the 2013 exchange notes will not be redeemable at our option prior to December 1, 2010 and the 2016 exchange notes will not be redeemable at our option prior to December 1, 2011. Starting on those dates, we may redeem all or any portion of such series of notes, at once or over time, after giving the required notice under the indenture. The notes may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest, to but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

The following prices are for 2013 exchange notes redeemed during the12-month period commencing on December 1 of the years set forth below, and are expressed as percentages of principal amount:


	Redemption
Year	Price

2010		104.250	%
2011		102.125	%
2012 and thereafter		100.000	%

The following prices are for 2016 exchange notes redeemed during the12-month period commencing on December 1 of the years set forth below, and are expressed as percentages of principal amount:


	Redemption
Year	Price

2011		104.375	%
2012		102.917	%
2013		101.458	%
2014 and thereafter		100.000	%

In addition, prior to December 1, 2010, in the case of the 2013 exchange notes, and prior to December 1, 2011, in the case of the 2016 exchange notes, we may redeem the 2013 exchange notes and the 2016 exchange notes in whole or in part, at our option, at a redemption price equal to the greater of (i) 100% of the principal amount of such notes or (ii) the sum of the present values of (a) the redemption price of the 2013 exchange notes at December 1, 2010 or the redemption price of the 2016 exchange notes at December 1, 2011, as applicable (such redemption prices being set forth in the applicable table above) plus (b) all required interest payments due on the 2013 exchange notes through December 1, 2010 or all required interest payments due on the 2016 exchange notes through December 1, 2011, as applicable (excluding accrued but unpaid interest) discounted to the redemption date on a semiannual basis (assuming a360-day year consisting of 12 months of 30 days each) at the Treasury Rate plus 50 basis points, in each case, together with any interest accrued but not paid to the date of redemption.

“Treasury Rate” means, with respect to any redemption date for the notes (1) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the maturity date for the notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. The Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes.

“Comparable Treasury Price” means with respect to any redemption date for the notes (1) the average of three Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with us.

“Reference Treasury Dealer” means Citigroup Global Markets Inc. and two other primary U.S. Government securities dealers in New York City (each, a “Primary Treasury Dealer”) appointed by the Trustee after consultation with us;provided, however; that if any of the foregoing shall cease to be a Primary Treasury Dealer, we shall substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third Business Day preceding such redemption date.

Notice of redemption will be mailed at least 30 days but no more than 60 days before the redemption date to each holder of notes to be redeemed.

Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or portions thereof called for redemption.

Certain Covenants

Limitation on Liens

The indenture provides that we will not, nor will we permit any of our Restricted Subsidiaries to, create, incur, assume or permit to exist any Lien on any of their respective properties or assets, whether now owned or hereafter acquired, or upon any income or profits therefrom, without effectively providing that the notes shall be equally and ratably secured until such time as such Indebtedness is no longer secured by such Lien, except:

(1) Permitted Liens;

(2) Liens securing obligations under our Senior Credit Facilities in an amount not to exceed $3.0 billion at any one time outstanding less the amount of Liens outstanding under clause (3) hereof;

(3) Liens securing obligations under the 2014 Notes;

(4) Liens on receivables subject to a Receivable Financing Transaction;

(5) Liens arising in connection with industrial development bonds or other industrial development, pollution control or other tax-favored or government-sponsored financing transactions, provided that such Liens do not at any time encumber any property other than the property financed by such transaction and other property, assets or revenues related to the property so financed on which Liens are customarily granted in connection with such transactions (in each case, together with improvements and attachments thereto);

(6) Liens granted after the Closing Date on any assets or properties of Lear or any of its Restricted Subsidiaries to secure obligations under the notes;

(7) Extensions, renewals and replacements of any Lien described in subsections (1) through (6) above; and

(8) Other Liens in respect of Indebtedness of Lear and its Restricted Subsidiaries in an aggregate principal amount at any time not exceeding 10% of Consolidated Assets at such time.

Limitation on Sale and Lease-Back Transactions

The indenture provides that we will not, nor will we permit any of our Restricted Subsidiaries to, enter into any sale and lease-back transaction for the sale and leasing back of any property or asset, whether now owned or hereafter acquired, of Lear or any of its Restricted Subsidiaries (except such transactions (1) entered

into prior to the Closing Date, (2) for the sale and leasing back of any property or asset, by Lear or a Restricted Subsidiary of Lear to Lear or any other Restricted Subsidiary of Lear, (3) involving leases for less than three years or (4) in which the lease for the property or asset is entered into within 120 days after the later of the date of acquisition, completion of construction or commencement of full operations of such property or asset) unless:

(a) Lear or such Restricted Subsidiary would be entitled under the covenant entitled “Limitation on Liens” above to create, incur, assume or permit to exist a Lien on the assets to be leased in an amount at least equal to the Attributable Value in respect of such transaction without equally and ratably securing the notes; or

(b) the proceeds of the sale of the assets to be leased are at least equal to their fair market value and the proceeds are applied to the purchase, acquisition, construction or refurbishment or assets or to the repayment of Indebtedness of Lear or any of its Restricted Subsidiaries which on the date of original issuance had a maturity of more than one year.

Certain Definitions

The following terms shall have the meanings set forth below.

~~“Acquired~~

“2008 Notes” means the 8.125% Euro-denominated Senior Notes due 2008 issued pursuant to the 2008 Note Indenture.

“2008 Note Indenture” means the Indenture, dated as March 20, 2001, by and among Lear, the guarantors named therein and The Bank of New York Trust Company, N.A., as trustee, as may be amended, modified or supplemented from time to time.

“2009 Notes” means the 8.11% Senior Notes due 2009 issued pursuant to the 2009 Note Indenture.

“2009 Note Indenture” means the Indenture, dated as of May 15, 1999, by and among Lear, the guarantors named therein and The Bank of New York Company, N.A., as trustee, as may be amended, modified or supplemented from time to time.

“2014 Notes” means the 5.75% Senior Notes due 2014 issued pursuant to the 2014 Note Indenture.

“2014 Note Indenture” means the Indenture, dated as of August 2, 2004, by and among Lear, the guarantors named therein and The Bank of New York Trust Company, N.A., as trustee, as may be amended, modified or supplemented from time to time.

“Acquired Indebtedness” means Indebtedness of a Person or any of its Restricted Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of Lear or assumed in connection with the acquisition of assets from such Person and not incurred by such Person in contemplation of such Person becoming a Restricted Subsidiary of Lear or such acquisition, and any refinancings thereof.

~~“Attributable~~

“Attributable Value” means, in connection with a sale and lease-back transaction, the lesser of (1) the fair market value of the assets subject to such transaction and (2) the present value (discounted at a rate per annum equal to the rate of interest implicit in the lease involved in such sale and lease-back transaction, as determined in good faith by us) of the obligations of the lessee for rental payments during the term of the related lease.

“Change of Control” means the occurrence of any of the following events:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning ofRule 13d-5(b)(1) under the Exchange Act, other than one or more Permitted Holders, becomes the “beneficial owner” (as defined inRule 13d-3 under the Exchange Act, except that a person will be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 50% or more of the total voting power of the Voting Stock of Lear (for purposes of this clause, such person or group shall be deemed to beneficially

~~“Closing~~

own any Voting Stock of a corporation held by any other corporation (the “parent corporation”) so long as such person or group beneficially owns, directly or indirectly, in the aggregate at least a majority of the total voting power of the Voting Stock of such parent corporation); or

(b) the sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the property of Lear and its Restricted Subsidiaries, considered as a whole (other than a disposition of such property as an entirety or virtually as an entirety to a Wholly Owned Restricted Subsidiary or one or more Permitted Holders), shall have occurred, or Lear merges, consolidates or amalgamates with or into any other Person (other than one or more Permitted Holders) or any other Person (other than one or more Permitted Holders) merges, consolidates or amalgamates with or into Lear, in any such event pursuant to a transaction in which the outstanding Voting Stock of Lear is reclassified into or exchanged for cash, securities or other property, other than any such transaction where:

(1) the outstanding Voting Stock of Lear is reclassified into or exchanged for other Voting Stock of Lear or for Voting Stock of the surviving person, and

(2) the holders of the Voting Stock of Lear immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Stock of Lear or the surviving person immediately after such transaction and in substantially the same proportion as before the transaction; or

(c) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (together with any new directors whose election or appointment by such Board or whose nomination for election by the shareholders of Lear was approved by a vote of not less than three-fourths of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors then in office; or

(d) the shareholders of Lear shall have approved any plan of liquidation or dissolution of Lear.

“Closing Date” means the date on which the ~~original~~ notes were issued.

~~“Consolidated~~

“Consolidated Assets” means at a particular date, all amounts which would be included under total assets on a consolidated balance sheet of Lear and its Restricted Subsidiaries as at such date, determined in accordance with GAAP.

~~“Financing~~

“Existing Senior Notes” means the 2008 Notes, the 2009 Notes and the 2014 Notes.

“Financing Lease” means (a) any lease of property, real or personal, the obligations under which are capitalized on a consolidated balance sheet of Lear and its Restricted Subsidiaries and (b) any other such lease to the extent that the then present value of the minimum rental commitment thereunder should, in accordance with GAAP, be capitalized on a balance sheet of the lessee.

~~“GAAP”~~

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are applicable from time to time.

~~“Indebtedness”~~

“Indebtedness” of a Person means all obligations which would be treated as liabilities upon a balance sheet of such Person prepared on a consolidated basis in accordance with GAAP.

~~“Investment”~~

“Investment” by any Person means (i) all investments by such Person in any other Person in the form of loans, advances or capital contributions, (ii) all guarantees of Indebtedness or other obligations of any other Person by such Person, (iii) all purchases (or other acquisitions for consideration) by such Person of

Indebtedness, capital stock or other securities of any other Person; (iv) all other items that would be classified as investments (including, without limitation, purchases outside the ordinary course of business) on a balance sheet of such Person prepared in accordance with GAAP.

~~“Lien”~~

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement or any Financing Lease having substantially the same economic effect as any of the foregoing).

~~“Permitted~~

“Permitted Holders” means Carl C. Icahn, and any affiliates of Carl C. Icahn, including funds managed by him, that are acting in concert with him.

“Permitted Liens” means:

     ~~(1) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings;~~
     ~~(2) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, suppliers or other like Liens arising in the ordinary course of business;~~
     (3) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation, including any Lien securing letters of credit issued in the ordinary course of business in connection therewith and deposits securing liabilities to insurance carriers under insurance and self-insurance programs;
     (4) Liens (other than any Lien imposed by ERISA) incurred on deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds, utility payments and other obligations of a like nature incurred in the ordinary course of business;
     (5) easements, rights-of-way, restrictions and other similar encumbrances incurred which, in the aggregate, do not materially interfere with the ordinary conduct of the business of Lear and its Restricted Subsidiaries taken as a whole;
     (6) attachment, judgment or other similar Liens arising in connection with court or arbitration proceedings; provided that the same are discharged, or that execution or enforcement thereof is stayed pending appeal, within 60 days or, in the case of any stay of execution or enforcement pending appeal, within such lesser time during which such appeal may be taken;
     (7) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business;
     ~~(8) statutory Liens and rights of offset arising in the ordinary course of business of Lear and its Restricted Subsidiaries;~~
     ~~(9) Liens in connection with leases or subleases granted to others and the interest or title of a lessor or sublessor (other than Lear or any of its Subsidiaries) under any lease; and~~
     (10) Liens securing Indebtedness in respect of interest rate agreement obligations or currency agreement obligations or commodity hedging agreements entered into to protect against fluctuations in interest rates, exchange rates or commodity prices and not for speculative reasons.

~~“Person”~~

(1) Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings;

(2) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, suppliers or other like Liens arising in the ordinary course of business;

(3) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation, including any Lien securing letters of credit issued in the ordinary course of business in connection therewith and deposits securing liabilities to insurance carriers under insurance and self-insurance programs;

(4) Liens (other than any Lien imposed by ERISA) incurred on deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds, letters of credit for customs purposes, workers’ compensation claims, unemployment insurance, utility payments and other obligations of a like nature incurred in the ordinary course of business;

(5) easements,rights-of-way, restrictions and other similar encumbrances incurred which, in the aggregate, do not materially interfere with the ordinary conduct of the business of Lear and its Restricted Subsidiaries taken as a whole;

(6) attachment, judgment or other similar Liens arising in connection with court or arbitration proceedings; provided that the same are discharged, or that execution or enforcement thereof is stayed pending appeal, within 60 days or, in the case of any stay of execution or enforcement pending appeal, within such lesser time during which such appeal may be taken;

(7) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business;

(8) statutory Liens and rights of offset arising in the ordinary course of business of Lear and its Restricted Subsidiaries;

(9) Liens in connection with leases or subleases granted to others and the interest or title of a lessor or sublessor (other than Lear or any of its Subsidiaries) under any lease;

(10) Liens securing Indebtedness in respect of interest rate agreement obligations or currency agreement obligations or commodity hedging agreements entered into to protect against fluctuations in interest rates, exchange rates or commodity prices and not for speculative reasons; and

(11) Liens existing on the date hereof.

“Person” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

~~“Receivable~~

“Receivable Financing Transaction” means any transaction or series of transactions involving a sale for cash of accounts receivable, without recourse based upon the collectibility of the receivables sold, by Lear or any of its Restricted Subsidiaries to a Special Purpose Subsidiary and a subsequent sale or pledge of such accounts receivable (or an interest, therein) by such Special Purpose Subsidiary, in each case without any guarantee by Lear or any of its Restricted Subsidiaries (other than the Special Purpose Subsidiary).

~~“Restricted~~

“Restricted Subsidiary” means any Subsidiary other than an Unrestricted Subsidiary.

~~“Senior~~

“Senior Credit Facilities” means ~~(i)~~ the ~~Third~~ Amended and Restated Credit and Guarantee Agreement dated as of ~~March 26, 2001,~~April 25, 2006 by and among Lear, ~~Corporation,~~ Lear Canada, ~~the~~each Foreign Subsidiary ~~Borrowers~~Borrower (as defined therein), the ~~Lenders Party~~lenders party thereto ~~Bank~~in their capacities as lenders thereunder and the agents party thereto in their capacities as such, together with the related documents thereto (including, without limitation, any guarantee agreements and security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including one or more credit agreements, loan agreements, indentures or similar agreements extending the maturity of, ~~America, N.A., Citibank, N.A.~~refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings thereunder or adding Restricted Subsidiaries of Lear as additional borrowers or guarantors thereunder) all or any portion of the indebtedness under such agreement or agreements or any successor or replacement agreement or agreements and ~~Deutsche Banc Alex Brown Inc., as Syndication Agents, The Bank~~whether by the same or any other agent, lender or group of Nova Scotia, as Documentation Agent and Canadian Administrative Agent, and JPMorgan Chase Bank, as General Administrative Agent and (ii) the Term Loan Agreement, dated November 17, 1998, between Lear Corporation and Toronto Dominion (Texas), Inc., as amended.

~~“Significant~~lenders.

“Significant Subsidiary” means any Subsidiary that would constitute a “significant subsidiary” within the meaning of Article 1 ofRegulation S-X of the Securities Act as in effect on the date of the indenture.

~~“Special~~

“Special Purpose Subsidiary” means any wholly owned Restricted Subsidiary of Lear created by Lear for the sole purpose of facilitating a Receivable Financing Transaction.

~~“Subsidiary”~~ In the event the laws of a jurisdiction in which Lear proposes to create a Special Purpose Subsidiary do not provide for the creation of an entity that is bankruptcy-remote in a manner that is acceptable to Lear or requires the formation of one or more additional entities (whether or not subsidiaries of Lear) such other type of entity or entities may serve as a Special Purpose Subsidiary.

“Subsidiary” of any Person means (1) a corporation a majority of whose capital stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such Person or by such Person and a subsidiary or subsidiaries of such Person or by a subsidiary or subsidiaries of such Person or (2) any other Person (other than a corporation) in which such Person or such Person and a subsidiary or subsidiaries of such Person or a subsidiary or subsidiaries of such Persons, at the time, directly or indirectly, owns at least a majority voting interest under ordinary circumstances.

“Unrestricted Subsidiary” means any Subsidiary designated as such by the Board of Directors of Lear;provided, however, that at the time of any such designation by the Board of Directors, such Subsidiary does not constitute a Significant Subsidiary; andprovided, further, that at the time that any Unrestricted Subsidiary becomes a Significant Subsidiary it shall cease to be an Unrestricted Subsidiary.

~~Certain Covenants~~


	*~~Limitation on Liens~~*

The indenture provides that Lear will not, nor will it permit any of its Restricted Subsidiaries to, create, incur, assume or permit to exist any Lien on any of their respective properties or assets, whether now owned or hereafter acquired, or upon any income or profits therefrom, without effectively providing that the notes shall be equally and ratably secured until such time as such Indebtedness is no longer secured by such Lien, except:

     ~~(1) Permitted Liens;~~
     ~~(2) Liens on shares of capital stock of Subsidiaries of Lear (and the proceeds thereof) securing obligations under our Senior Credit Facilities;~~
     ~~(3) Liens on receivables subject to a Receivable Financing Transaction;~~
     (4) Liens arising in connection with industrial development bonds or other industrial development, pollution control or other tax-favored or government-sponsored financing transactions, provided that such Liens do not at any time encumber any property other than the property financed by such transaction and other property, assets or revenues related to the property so financed on which Liens are customarily granted in connection with such transactions (in each case, together with improvements and attachments thereto);
     ~~(5) Liens granted after the Closing Date on any assets or properties of Lear or any of its Restricted Subsidiaries to secure obligations under the exchange notes;~~
     ~~(6) Extensions, renewals and replacements of any Lien described in subsections (1) through (5) above; and~~
     ~~(7) Other Liens in respect of Indebtedness of Lear and its Restricted Subsidiaries in an aggregate principal amount at any time not exceeding 10% of Consolidated Assets at such time.~~


	*~~Limitation on Sale and Lease-Back Transactions~~*

The indenture provides that Lear will not, nor will it permit any of its Restricted Subsidiaries to, enter into any sale and lease-back transaction for the sale and leasing back of any property or asset, whether now owned or hereafter acquired, of Lear or any of its Restricted Subsidiaries (except such transactions (1) entered into prior to the Closing Date, (2) for the sale and leasing back of any property or asset, by Lear or a Restricted Subsidiary of Lear to Lear or any other Restricted Subsidiary of Lear, (3) involving leases for less than three years or (4) in which the lease for the property or asset is entered into within 120 days after the later of the date of acquisition, completion of construction or commencement of full operations of such property or asset) unless:

(a) Lear or such Restricted Subsidiary would be entitled under the “Limitation on Liens” covenant above to create, incur, assume or permit to exist a Lien on the assets to be leased in an amount at least equal to the Attributable Value in respect of such transaction without equally and ratably securing the notes, or
(b) the proceeds of the sale of the assets to be leased are at least equal to their fair market value and the proceeds are applied to the purchase, acquisition, construction or refurbishment of assets or to the repayment of Indebtedness of Lear or any of its Restricted Subsidiaries which on the date of original incurrence had a maturity of more than one year.


	*~~Reports~~*

So long as any exchange note is outstanding, Lear shall deliver to the trustee within 15 days after it files them with the SEC copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which Lear is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act;~~provided, however,~~Lear shall not be required to deliver to the trustee any materials for which Lear has sought and received confidential treatment by the SEC. If at any time Lear is not subject to Section 13 or Section 15(d) of the Exchange Act, upon the request of a holder of exchange notes, Lear will promptly furnish or cause the trustee to furnish to such holder or to a prospective purchaser of an exchange note designated by such holder, as the case may be, the information, if any, required to be delivered by it pursuant to Rule 144A(d)(4) under the Securities Act to permit compliance with Rule 144A in connection with resales of the exchange notes.


	*~~Consolidation, Merger and Sale of Assets~~*

The indenture provides that Lear will not consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, any Person unless:

     (1) the Person formed by or surviving any such consolidation or merger (if other than Lear), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, is a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia;
     (2) the Person formed by or surviving any such consolidation or merger (if other than Lear), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made, assumes all our obligations under the exchange notes and the indenture; and
     (3) immediately after such transaction, and giving effect thereto, no Default (as defined in the indenture) or Event of Default shall have occurred and be continuing. Notwithstanding the foregoing, Lear may merge with another Person or acquire by purchase or otherwise all or any part of the property or assets of any other corporation or Person in a transaction in which it is the surviving entity.

~~Events of Default~~

~~The indenture provides that the following events will constitute Events of Default with respect to the notes:~~

• ~~failure to pay principal of the notes when due and payable at stated maturity, upon acceleration, redemption or otherwise;~~
• ~~failure to pay any interest on the notes when due, and the Default continues for 30 days;~~
• failure to comply with any of our other agreements or covenants in the notes or in the indenture and the Default continues for the period of 60 days after either the trustee or the holders of at least 25% in principal amount of the then outstanding notes have given written notice as provided in the indenture;
• any guarantee of the notes ceases to be in full force and effect or any guarantor denies or disaffirms its obligations under its guarantee of the notes, except, in each case, in connection with a release of a guarantee in accordance with the terms of the indenture;
• the nonpayment at maturity or other default (beyond any applicable grace period) under any agreement or instrument relating to any other Indebtedness of Lear or its Significant Subsidiaries (the unpaid principal amount of which is not less than $50 million), which default results in the acceleration of the maturity of such Indebtedness prior to its stated maturity or occurs at the final maturity thereof and such acceleration has not been rescinded or annulled, or such Indebtedness repaid, within 30 days after either the trustee or the holders of at least 25% in principal amount of the then outstanding notes have given written notice as provided in the indenture; provided that if any such default with respect to other Indebtedness is cured, waived, rescinded or annulled, then any event of default by reason thereof shall be deemed to not have occurred; and
• ~~certain events of bankruptcy, insolvency or reorganization of Lear or any Significant Subsidiary.~~

If an Event of Default with respect to outstanding notes (other than an Event or Default relating to certain events of bankruptcy, insolvency or reorganization, in which case the unpaid principal amount of, and any accrued and unpaid interest on, all notes are due and payable immediately) shall occur and be continuing, either the trustee or the holders of at least 25% in principal amount of the outstanding notes by notice, as provided in the indenture, may declare the unpaid principal amount of, and any accrued and unpaid interest on, all notes to be due and payable immediately. However, at any time after a declaration of acceleration with respect to notes has been made, but before a judgment or decree based on such acceleration has been obtained, the holders of a majority in principal amount of the outstanding notes may, under certain circumstances, rescind and annul such acceleration. For information as to waiver of defaults, see “Amendment, supplement and waiver” below.

The indenture provides that, subject to the duty of the trustee during an Event of Default to act with the required standard of care, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders, unless such holders shall have offered to the trustee reasonable security or indemnity. Subject to certain provisions, including those requiring security or indemnification of the trustee, the holders of a majority in principal amount of the outstanding notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the notes.

~~We will be required to furnish to the trustee under the indenture annually a statement as to the performance by us of our obligations under the indenture and as to any default in such performance.~~

A default in the payment of any of the notes, or a default with respect to the notes that causes them to be accelerated, may give rise to a cross-default under our Senior Credit Facilities, our existing senior notes or other indebtedness.

~~Discharge of Indenture and Defeasance~~

We may terminate our obligations under the exchange notes (and the corresponding obligations under the indenture) when we irrevocably deposit with the trustee funds or U.S. government obligations in an amount certified to be sufficient (without reinvestment thereof) to pay at maturity all outstanding exchange notes, including all interest thereon (other than destroyed, lost or stolen exchange notes which have not been replaced or paid), and

~~(1) all outstanding exchange notes have been delivered (other than destroyed, lost or stolen exchange notes which have not been replaced or paid) to the trustee for cancellation; or~~
~~(2) all outstanding exchange notes have become due and payable (whether at stated maturity, early redemption or otherwise),~~

~~and, in either case, we have paid all other sums payable under the indenture.~~

In addition, we may terminate substantially all our obligations under the exchange notes (and the corresponding obligations under the indenture) if we deposit, or cause to be deposited with the trustee, in trust an amount of cash or U.S. government obligations maturing as to principal and interest in such amounts and at such times as are certified to be sufficient to pay principal of and interest on the then outstanding exchange notes to maturity or redemption, as the case may be, and

     ~~(1) such deposit will not result in a breach of, or constitute a default under, the indenture;~~
     (2) no default or Event of Default shall have occurred and be continuing on the date of deposit and no bankruptcy Event of Default or event which with the giving of notice or the lapse of time would become a bankruptcy Event of Default shall have occurred and be continuing on the 91st day after such date;
     (3) we deliver to the trustee an opinion of counsel to the effect that we have received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or there has been a change in tax law, in either case to the effect that the holders of the exchange notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of our exercise of such option and shall be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such option had not been exercised; and
     ~~(4) certain other conditions are met.~~

We shall be released from our obligations with respect to the covenants described under “— Certain covenants” and certain other covenants contained in the indenture and any Event of Default occurring because of a default with respect to such covenants as they related to the notes if we deposit, or cause to be deposited with the trustee, in trust an amount of cash or U.S. government obligations certified to be sufficient to pay and discharge when due the entire unpaid principal of and interest on all outstanding notes, and

     ~~(1) such deposit will not result in a breach of, or constitute a default under, the indenture;~~
     (2) no default or Event of Default shall have occurred and be continuing on the date of deposit and no bankruptcy Event of Default or event which with the giving of notice or the lapse of time would become a bankruptcy Event of Default shall have occurred and be continuing on the 91st day after such date;
     (3) we deliver to the trustee an opinion of counsel to the effect that the holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of our exercise of such option and shall be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such option had not been exercised; and
     ~~(4) certain other conditions are met.~~

Upon satisfaction of such conditions, our obligations under the indenture with respect to the notes, other than with respect to the covenants and Events of Default referred to above, shall remain in full force and effect.

Notwithstanding the foregoing, no discharge or defeasance described above shall affect the following obligations to or rights of the holders of the notes subject to such discharge or defeasance: (1) rights of

registration of transfer and exchange of exchange notes, (2) rights of substitution of mutilated, defaced, destroyed, lost or stolen exchange notes, (3) rights of holders of exchange notes to receive payments of principal thereof and premium, if any, and interest thereon when due, (4) the rights, obligations, duties and immunities of the trustee, (5) rights of holders of exchange notes as beneficiaries with respect to property deposited with the trustee and payable to all or any of them, and (6) our obligations to maintain an office or agency in respect of the exchange notes.

~~Transfer and Exchange~~

A holder may transfer or exchange notes in accordance with the indenture. The Registrar for the exchange notes may require a holder, among other things, to furnish appropriate endorsements and transfer documents, and to pay any taxes and fees required by law or permitted by the indenture. The Registrar is not required to transfer or exchange any exchange note selected for redemption or any exchange note for a period of 15 days before a selection of exchange notes to be redeemed.

~~The registered holder of an exchange note may be treated as the owner of it for all purposes.~~

~~Amendment, Supplement and Waiver~~

Subject to certain exceptions, the terms of the indenture or the exchange notes may be amended or supplemented by us and the trustee with the written consent of the holders of at least a majority in principal amount of such then outstanding notes affected thereby by the amendment and any existing default may be waived with the consent of the holders of at least a majority in principal amount of the then outstanding notes affected thereby. Without the consent of any holder of the exchange notes, we and the trustee may amend the terms of the indenture or the notes to cure any ambiguity, defect or inconsistency, to provide for the assumption of our obligations to holders of the notes by a successor corporation, to provide for uncertificated notes in addition to certificated notes, to make any change that does not adversely affect the rights of any holder of the exchange notes in any material respect, to add to our covenants or take any other action for the benefit of the holders of the exchange notes or to comply with any requirement of the SEC in connection with the qualification of the indenture under the Trust Indenture Act. Without the consent of each holder of exchange notes affected, we may not:

• ~~reduce the principal amount of exchange notes the holders of which must consent to an amendment, supplement or waiver of any provision of the indenture;~~
• ~~reduce the rate or extend the time for payment of interest on any note;~~
• ~~reduce the principal of or change the stated maturity of any exchange notes;~~
• ~~change the date on which any note may be subject to redemption, or reduce the redemption price therefor;~~
• ~~make any exchange note payable in currency other than that stated in the exchange note;~~
• ~~modify or change any provision of the indenture affecting the ranking of the exchange notes in a manner which adversely affects the holders thereof;~~
• ~~impair the right of any holder to institute suit for the enforcement of any payment in or with respect to any exchange note;~~
• ~~modify or change any provision of any guarantee in a manner which adversely affects the holders of the exchange notes; or~~
• ~~make any change in the foregoing amendment provisions which require each holder’s consent.~~

The consent of the holders of notes is not necessary to approve the particular form of any proposed amendment to any indenture. It is sufficient if any consent approves the substance of the proposed amendment.

~~Replacement Securities~~

Any mutilated certificate representing an exchange note will be replaced by us at the expense of the holder thereof upon surrender of such certificate to the trustee. Certificates representing exchange notes that become destroyed, stolen or lost will be replaced by us at the expense of the holder upon delivery to us and the trustee of evidence of any destruction, loss or theft thereof satisfactory to us and the trustee (provided that neither we nor the trustee has been notified that such certificate has been acquired by a bona fide purchaser). In the case of a destroyed, lost or stolen certificate representing the exchange note, an indemnity satisfactory to the trustee and us may be required at the expense of the holder of such exchange note before a replacement certificate will be issued.

~~Governing Law~~

~~The indenture, the notes and the guarantees will be governed by, and will be construed in accordance with the laws of, the State of New York.~~

~~Regarding the Trustee~~

The indenture and provisions of the Trust Indenture Act incorporated by reference therein contain certain limitations on the rights of the trustee, should it become a creditor of Lear, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim, as security or otherwise. The trustee and its affiliates may engage in, and will be permitted to continue to engage in, other transactions with us and our affiliates;~~provided, however,~~~~that if it acquires any conflicting interest (as defined in the Trust Indenture Act), it must eliminate such conflict or resign.~~

The holders of a majority in principal amount of the then outstanding exchange notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee. The Trust Indenture Act and the indenture provide that in case an Event of Default shall occur (and be continuing), the trustee will be required, in the exercise of its rights and powers, to use the degree of care and skill of a prudent man in the conduct of his own affairs. Subject to such provision, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any of the holders of the notes issued thereunder, unless they have offered to the trustee indemnity satisfactory to it.

Book-Entry, Delivery and Form

We will initially issue the exchange notes in respect of original notes held in global form in the form of one or more global notes. The global notes will be deposited with, or on behalf of, DTC and registered in the name of DTC or its nominee.

Except as set forth below, the global notes may be transferred, in whole and not in part, solely to another nominee of DTC or to successor of DTC or its nominee. Beneficial interests in the global notes may not be exchanged for physical certificated exchange notes except in connection with a transfer to an Institutional Accredited Investor or in the limited circumstances described below.

All interests in the global notes, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems.

Certain Book-Entry Procedures for the Global Notes

The descriptions of the operations and procedures of DTC, Euroclear and Clearstream set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. We take no

responsibility for these operations or procedures, and investors are urged to contact the relevant system or its participants directly to discuss these matters.

DTC has advised us that it is (1) a limited purpose trust company organized under the laws of the State of New York, (2) a “banking organization” within the meaning of the New York Banking Law, (3) a member of the Federal Reserve System, (4) a “clearing corporation” within the meaning of the Uniform Commercial Code, as amended, and (5) a “clearing agency” registered pursuant to Section 17A of the Exchange Act. DTC was created to hold securities for its participants (collectively, “participants”) and facilitates the clearance and settlement of securities transactions between participants through electronic book-entry changes to the accounts of its participants, thereby eliminating the need for physical transfer and delivery of certificates. DTC’s participants include securities brokers and dealers, banks and trust companies, clearing corporations and certain other organizations. Indirect access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies (collectively, “indirect participants”) that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Investors who are not participants may beneficially own securities held by or on behalf of DTC only through participants or indirect participants.

We expect that pursuant to procedures established by DTC (1) upon deposit of each global note, DTC will credit the accounts of participants with an interest in such global note and (2) ownership of the notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the interests of participants) and the records of participants and the indirect participants (with respect to the interests of persons other than participants).

The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. Accordingly, the ability to transfer interests in the notes represented by a global note to such persons may be limited. In addition, because DTC can act only on behalf of its participants, who in turn act on behalf of persons who hold interests through participants, the ability of a person having an interest in notes represented by a global note to pledge or transfer such interest to persons or entities that do not participate in DTC’s system, or to otherwise take actions in respect of such interest, may be affected by the lack of a physical definitive security in respect of such interest.

So long as DTC or its nominee is the registered owner of a global note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the exchange notes represented by such global note for all purposes under the indenture. Except as provided below, owners of beneficial interests in a global note will not be entitled to have exchange notes represented by such global note registered in their names, will not receive or be entitled to receive physical delivery of certificated exchange notes (except in connection with a transfer to an Institutional Accredited Investor), and will not be considered the owners or holders thereof under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee thereunder. Accordingly, each holder owning a beneficial interest in a global note must rely on the procedures of DTC and, if such holder is not a participant or an indirect participant, on the procedures of the participant through which such holder owns its interest, to exercise any rights of a holder of exchange notes under the applicable indenture or such global note. We understand that under existing industry practice, in the event that we request any action of holders of exchange notes, or a holder that is an owner of a beneficial interest in a global note desires to take any action that DTC, as the holder of such global note, is entitled to take, DTC would authorize the participants to take such action and the participants would authorize holders owning through such participants to take such action or would otherwise act upon the instruction of such holders. Neither we nor the trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of notes by DTC, or for maintaining, supervising or reviewing any records of DTC relating to such notes.

Payments with respect to the principal of, and premium, if any, and interest on, any exchange notes represented by a global note registered in the name of DTC or its nominee on the applicable record date will be payable by the trustee to or at the direction of DTC or its nominee in its capacity as the registered holder of such global note representing such exchange notes under the indenture. Under the terms of the indenture, we and the trustee may treat the persons in whose names the exchange notes, including the global notes, are registered as the owners thereof for the purpose of receiving payment thereon and for any and all other

purposes whatsoever. Accordingly, neither we nor the trustee has or will have any responsibility or liability for the payment of such amounts to owners of beneficial interests in a global note (including principal, premium,

if any, and interest). Payments by participants and indirect participants to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of such participants or indirect participants and DTC.

Transfers between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way in accordance with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the exchange notes, cross-market transfers between participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by its respective depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global notes in DTC, and making or receiving payment in accordance with normal procedures forsame-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a global note from a participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream as a result of sales of interest in a global note by or through a Euroclear or Clearstream participant to a participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the global notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.


	*~~Certificated Exchange Notes~~*

Certificated Exchange Notes

If (1) we notify the trustee in writing that DTC is no longer willing or able to act as a depositary or DTC ceases to be registered as clearing agency under the Securities Exchange Act and a successor depositary is not appointed within 90 days of such notice or cessation, (2) we, at our option, notify the trustee in writing that we elect to cause the issuance of the applicable exchange notes in definitive form under the indenture or (iii) an Event of Default has occurred and is continuing and the registrar for the exchange notes has received a request from the DTC, then, upon surrender by DTC of such global note, certificated notes will be issued to each person that DTC identifies as the beneficial owners, or participant nominees, of the exchange notes represented by such global note. Upon any such issuance, the trustee is required to register such certificated notes in the name of such person or persons (or the nominee of any thereof) and cause the same to be delivered thereto.

Neither we nor the trustee shall be liable for any delay by DTC or any participant or indirect participant in identifying the beneficial owners of the related exchange notes and each such person may conclusively rely on, and shall be protected in relying on, instructions from DTC for all purposes (including with respect to the registration and delivery, and the respective principal amounts, of the exchange notes to be issued).

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following general discussion summarizes the material U.S. federal income tax considerations relevant to the exchange of original notes for exchange notes in the exchange offer and the ownership and disposition of the exchange notes by holders who acquire the exchange notes pursuant to the exchange offer. A discussion of the U.S. federal income tax consequences of holding and disposing of the original notes is contained in the offering material with respect to the original notes. This discussion does not purport to be a complete analysis of all potential tax considerations relating to the original notes of the exchange notes. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to a holder in light of such holder’s particular circumstances. The discussion also does not address the U.S. federal income tax consequences of holders subject to special treatment under U.S. federal income tax laws, such as certain controlled foreign corporations, ~~foreign personal holding companies,~~ passive foreign investment companies, banks, thrifts, regulated investment companies, real estate investment trusts, U.S. expatriates, insurance companies, dealers in securities or currencies, traders in securities, tax-exempt organizations, partnerships and pass-through entities, persons that hold the exchange notes as part of a straddle, a hedge against currency risk, a conversion transaction, or an integrated or other risk reduction transaction, or persons that have a functional currency other than the U.S. dollar. Moreover, neither the effect of any applicable state, local or foreign tax laws nor the possible application of federal estate and gift taxation or the alternative minimum tax is discussed. This discussion assumes the notes are held as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, this discussion is limited to initial holders who purchased original notes for cash at original issue and at their “issue price” within the meaning of Section 1273 of the Code (i.e., the first price at which a substantial amount of notes are sold for cash).

If a partnership or other entity treated for tax purposes as a partnership holds exchange notes, the tax treatment of a partner thereof generally will depend on the status of the partner and the activities of the partnership. Such partner should consult its tax advisor as to the tax consequences of the partnership of owning and disposing of the exchange notes.

This discussion is based upon the Code, existing and proposed regulations thereunder, Internal Revenue Service (“IRS”) rulings and pronouncements and judicial decisions now in effect, all of which are subject to change, possibly on a retroactive basis. The discussion herein does not foreclose the possibility of a contrary decision by the IRS or a court of competent jurisdiction, or of a contrary position by the IRS or Treasury Department in regulations or rulings issued in the future. We have not sought and will not seek any rulings from the IRS with respect to the matters discussed below.

Holders of original notes should consult their own tax advisors regarding the application of U.S. federal tax laws, as well as the tax laws of any state, local, or foreign jurisdiction, to the exchange offer (and to holding and disposing of the exchange notes) in light of their particular circumstances.

~~Exchange Offer~~

The exchange of original notes for the exchange notes under the terms of the exchange offer will not constitute a taxable exchange. As a result, (1) a holder will not recognize taxable gain or loss as a result of exchanging original notes for the exchange notes under the terms of the exchange offer, (2) the holder’s holding period of the exchange notes will include the holding period of the original notes exchanged for the exchange notes, and (3) a holder’s adjusted tax basis in the exchange notes will be the same as the adjusted tax basis, immediately before the exchange, of the original notes exchanged for the exchange notes.

~~United States Holders~~

As used herein, “United States Holder” means a beneficial owner of the exchange notes who or that is:


	•	an individual that is a citizen or resident of the United States;

	•	a corporation or other entity taxable as a corporation for United States federal income tax purposes created or organized in or under the laws of the United States or any state thereof (including the District of Columbia);

• an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

• a trust, if a U.S. court can exercise primary supervision over the administration of the trust and one or more United States persons has the authority to control all substantial trust decisions, or, if the trust was in existence on August 20, 1996, was treated as a United States person prior to such date and has elected to continue to be treated as a United States person.


	*~~Interest~~*

Exchange Offer

exchanging original notes for the exchange notes under the terms of the exchange offer, (2) the holder’s holding period of the exchange notes will include the holding period of the original notes exchanged for the exchange notes, and (3) a holder’s adjusted tax basis in the exchange notes will be the same as the adjusted tax basis, immediately before the exchange, of the original notes exchanged for the exchange notes.

United States Holders

Interest

Payments of stated interest on the exchange notes generally will be taxable to a United States Holder as ordinary income at the time that such payments are received or accrued, in accordance with such United States Holder’s method of accounting for U.S. federal income tax purposes.

On an optional redemption, we may be obligated to pay amounts in excess of stated interest or principal on the exchange notes. According to Treasury Regulations, the possibility that any such payments in excess of stated interest or principal will be made will not affect the amount of interest income a United States Holder recognizes if there is only a remote chance as of the date the notes were issued that such payments will be made. As we believe that the likelihood that we will be obligated to make any such payments is remote, we do not intend to treat the potential payment of a premium pursuant to the optional redemption as part of the yield to maturity of any exchange notes. Our determination that these contingencies are remote is binding on a United States Holder, unless such holder discloses its contrary position in the manner required by applicable Treasury Regulations, but is not binding on the IRS. Were the IRS to challenge this determination, a United States Holder might be required to accrue income on its exchange notes in excess of stated interest, and to treat as ordinary income rather than capital gain any income realized on the taxable disposition of an exchange note before the resolution of the contingencies. InIf we pay a premium pursuant to the ~~event a contingency occurs, it would affect~~optional redemption, United States Holders generally will be required to recognize such amounts as income at the ~~amount and timing~~time received or accrued in accordance with the United States Holder’s method of tax accounting.

Sale or Other Taxable Disposition of the ~~income recognized by a United States Holder.~~Exchange Notes


	*~~Sale or Other Taxable Disposition of the Exchange Notes~~*

In general, a United States Holder will recognize gain or loss on the sale, exchange (other than in a tax-free transaction), redemption, retirement or other taxable disposition of an exchange note equal to the difference between the amount realized upon the disposition (less a portion allocable to any accrued and unpaid interest, which will be taxable as ordinary income if not previously included in such holder’s income) and the United States Holder’s adjusted tax basis in the exchange note. A United States Holder’s adjusted basis in an exchange note generally will be the United States Holder’s cost of such exchange ~~note.~~note, decreased by principal payments received prior to such sale, exchange, redemption, retirement or other taxable disposition. This gain or loss generally will be a capital gain or loss, and will be a long-term capital gain or loss if the United States Holder’s holding period for the exchange note is more than one year. Otherwise, such gain or loss will be a short-term capital gain or loss. The deductibility of any capital loss is subject to limitation.


	*~~Backup Withholding and Information Reporting~~*

Backup Withholding and Information Reporting

In general, information reporting requirements will apply to payments of interest and principal on the exchange notes to United States Holders and the receipt of proceeds upon the sale or other disposition of exchange notes by United States Holders. A United States Holder may be subject to a backup withholding tax (currently at a rate of 28%). upon the receipt of interest and principal payments on the exchange notes or upon the receipt of proceeds upon the sale or other disposition of such notes. Certain holders (including, among others, corporations and certain tax-exempt organizations) are generally not subject to information reporting and backup withholding. A United States Holder will be subject to this backup withholding tax if such holder is not otherwise exempt and such holder:


	•	fails to furnish its taxpayer identification number (“TIN”), which, for an individual, is ordinarily his or her social security number;

	•	furnishes an incorrect TIN;


	•	is notified by the IRS that it has failed to properly report payments of interest or dividends; or

	•	fails to certify, under penalties of perjury, that it has furnished a correct TIN and that the IRS has not notified the United States Holder that it is subject to backup withholding.

United States Holders should consult their tax advisor regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable. The backup withholding tax is not an additional tax and taxpayers may use amounts withheld as a credit against their U.S. federal income tax liability or may claim a refund as long as they timely provide certain information to the IRS.

We will furnish annually to the IRS, and to record holders of the exchange notes to whom we are required to furnish such information, information relating to the amount of interest paid and the amount of tax withheld, if any, with respect to payments on the exchange notes.

Non-United States Holders

The following summary is a general description of certain United States federal income tax consequences to anon-United States Holder (which, for purposes of this discussion, means a holder of an exchange note that is (1) an individual, corporation or other entity taxable as a corporation for United States federal income tax purposes, estate or trust and (2) not a United States Holder as(as defined above)).


	*~~Interest Payments~~*

Interest

United States tax law generally imposes a withholding tax of 30% in respect of interest payments to foreign holders if such interest is not effectively connected with thenon-United States Holder’s conduct of a U.S. trade or business. See the discussion of “— United States trade or business” below. Subject to the discussions of “— Backup Withholding and Information Reporting” below, interest paid to anon-United States Holder will not be subject to U.S. federal withholding tax of 30% (or, if applicable, a lower treaty rate), provided that:


	•	such holder does not directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all of our classes of stock;

	•	such holder is not a controlled foreign corporation that is directly or indirectly related to us through stock ownership;

	•	such holder is not a bank that received such exchange note on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and

	•	either (1) thenon-United States Holder certifies in a statement provided to us or our paying agent, under penalties of perjury, that it is not a “United States person” within the meaning of the Code and provides its name and address (generally on IRSForm W-8 BEN), or (2) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds the exchange notes on behalf of thenon-United States Holder certifies to us or our paying agent under penalties of perjury that it has received from thenon-United States Holder a statement, under penalties of perjury, that such holder is not a “United States person” and provides us or our paying agent with a copy of such statement or (3) thenon-United States Holder holds its exchange notes through a “qualified intermediary” and certain conditions are satisfied.

Even if the above conditions are not met, anon-United States Holder may be entitled to a reduction in, or exemption from, withholding tax on interest under a tax treaty between the United States and thenon-United States Holder’s country of residence. To claim a reduction or exemption under a tax treaty, anon-United States Holder must generally complete IRSForm W-8 BEN and claim the reduction or exemption on the form.

The certification requirements described above may require anon-United States Holder that provides an IRS form, or that claims the benefit of an income tax treaty, to also provide its U.S. ~~taxpayer identification number.~~TIN.

Prospective investors should consult their tax advisors regarding the certification requirements fornon-United States persons.


	*~~Sale or Other Taxable Disposition of the Exchange Notes~~*

Sale or Other Taxable Disposition of the Exchange Notes

Subject to the discussion of “— United States trade or business” below, anon-United States Holder generally will not be subject to U.S. federal income tax or withholding tax on gain recognized on the sale, exchange, redemption, retirement or other disposition of an exchange note. However, anon-United States Holder may be subject to tax on such gain if such holder is an individual who was present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met.


	*~~United States Trade or Business~~*

United States Trade or Business

If interest or gain from a disposition of the exchange notes is effectively connected with anon-United States Holder’s conduct of a U.S. trade or business (and, if an income tax treaty applies, ~~and~~ thenon-United States Holder maintains a U.S. “permanent establishment” to which the interest or gain is generally attributable), thenon-United States Holder may be subject to U.S. federal income tax on the interest or gain on a net basis in the same manner as if it were a United States Holder. If interest income received with respect to the exchange notes is taxable on a net basis, the 30% withholding tax described above will not apply (assuming an appropriate certification is provided). A foreign corporation that is a holder of an exchange note also may be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year, subject to certain adjustments, unless it qualifies for a lower rate under an applicable income tax treaty.


	*~~Backup Withholding and Information Reporting~~*

Backup Withholding and Information Reporting

Generally, we must report to the IRS and to eachnon-United States Holder the amount of interest paid to suchnon-United States Holder and the amount of tax, if any, withheld with respect to those payments. Copies of the information returns reporting such interest payments and any withholding may also be made available to the tax authorities in the country in which thenon-United States Holder resides under the provisions of an applicable income tax treaty. Backup withholding generally will not apply to payments of principal and interest made by us or our paying agent on an exchange note to anon-United States Holder if thenon-United States Holder has provided the required certification that it is not a United States person (provided that neither we nor our agents have actual knowledge or reason to know that the holder is a United States person).

Information reporting and, depending on the circumstances, backup withholding may apply to the proceeds of a sale of exchange notes made within the United States or conducted through certain United States-related financial intermediaries, unless thenon-United States Holder certifies under penalties of perjury that it is not a United States person (and the payor does not have actual knowledge or reason to know that thenon-United States Holder is a United States person), or thenon-United States Holder otherwise establishes an exemption.

Non-United States Holders should consult their own tax advisors regarding application of withholding and backup withholding in their particular circumstance and the availability of and procedure for obtaining an exemption from withholding and backup withholding under current Treasury Regulations. ~~In this regard, the current Treasury Regulations provide that a certification may not be relied on if we or our agent (or other payor) knows or has reasons to know that the certification is false.~~ Any amounts withheld under the backup withholding rules from a payment to anon-United States Holder will be allowed as a credit against the holder’s U.S. federal income tax liability or may be claimed as a refund, provided the required information is furnished timely to the IRS.

PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in

connection with resales of exchange notes received in exchange for original notes where such original notes

were acquired as a result of market-making activities or other trading activities. ~~Lear has~~We have agreed that, for a period of 90 days after the expiration date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

~~Lear~~

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in theover-the-counter market, in negotiated transactions, through the writing of options on the exchange notes, or through a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices, or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

~~Lear has~~

We have agreed, for a period of 90 days after the expiration date to promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. ~~Lear has~~We have also agreed to pay all expenses incident to the exchange offer and will indemnify the holders of the securities, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act to the extent they arise out of or are based upon:

~~(1) any untrue statement or alleged untrue statement of a material fact contained in the registration statement or prospectus or~~
(2) an omission or alleged omission to state in the registration statement or the prospectus a material fact that is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(1) any untrue statement or alleged untrue statement of a material fact contained in the registration statement or prospectus or

(2) an omission or alleged omission to state in the registration statement or the prospectus a material fact that is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

This indemnification obligation does not extend to statements or omissions in the registration statement or prospectus made in reliance upon and in conformity with written information pertaining to the holder that is furnished to ~~Lear~~us by or on behalf of the holder.

LEGAL MATTERS

Winston & Strawn LLP, Chicago, Illinois, will pass upon certain legal matters relating to the validity of the issuance of the exchange notes offered ~~hereby.~~

hereby and the issuance of the related guarantees by each guarantor organized under Delaware law. DLA Piper Spain, S.L., Madrid, Spain, and Baker & McKenzie, S.C., Mexico, will pass upon certain legal matters relating to the validity of the issuance of the guarantees offered hereby by Lear Automotive (EEDS) Spain S.L. and Lear Corporation Mexico, S. de R.L. de C.V., respectively.

EXPERTS

The consolidated financial statements of Lear Corporation appearing in Lear Corporation’s Annual Report(Form 10-K) for the year ended December 31, 2005 (including the schedule appearing therein), and Lear Corporation management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005 included therein, have been audited by Ernst & Young LLP, independent registered public accounting firm, ~~have audited our consolidated financial statements and schedule included in our Annual Report on Form 10-K for the years ended December 31, 2003 and 2002~~ as set forth in their ~~report, which is~~reports thereon, included therein, and incorporated herein by ~~reference in this prospectus and the related registration statement. Our~~reference. Such consolidated financial statements and ~~schedule~~management’s assessment are incorporated herein by reference in reliance upon such reports given on ~~Ernst & Young’s report, given their~~the authority of such firm as experts in accounting and auditing.

$~~400,000,000~~300,000,000

~~5 3/4%~~81/2% Series B Senior Notes due ~~2014~~2013

and

$600,000,000

83/4% Series B Senior Notes due 2016

PROSPECTUS

December , ~~2005~~2006

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS


Item 20.	*Indemnification of Directors and Officers.*

~~Lear Corporation is a Delaware corporation.~~

Section 145 of the Delaware General Corporation Law permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action. In an action brought to obtain a judgment in the corporation’s favor, whether by the corporation itself or derivatively by a stockholder, the corporation may only indemnify for expenses, including attorney’s fees, actually and reasonably incurred in connection with the defense or settlement of such action, and the corporation may not indemnify for amounts paid in satisfaction of a judgment or in settlement of the claim. In any such action, no such person adjudged liable to the corporation shall be entitled to indemnification unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application, that in view of the circumstances of the case, such person is entitled to indemnity. In any type of proceeding, the indemnification may extend to judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with such other proceeding, as well as to expenses.

~~Delaware law~~

The statute does not permit indemnification unless the person seeking indemnification has acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation and, in the case of criminal actions or proceedings, the person had no reasonable cause to believe his conduct was unlawful. The statute contains additional limitations applicable to criminal actions and to actions brought by or in the name of the corporation. The determination as to whether a person seeking indemnification has met the required standard of conduct is to be made (1) by a majority vote of a quorum of disinterested members of the board of directors, (2) by independent legal counsel in a written opinion, if such a quorum does not exist or if the disinterested directors so direct, or (3) by the stockholders.

~~Lear’s~~

The registrant’s Restated Certificate of Incorporation and Bylaws require ~~Lear~~the registrant to indemnify its directors ~~and officers~~ to the fullest extent permitted under Delaware law. ~~Lear’s~~Pursuant to employment agreements entered into by the registrant with certain of its executive officers and other key employees, the registrant must indemnify such officers and employees in the same manner and to the same extent that, the registrant is required to indemnify its directors under the registrant’s bylaws. Furthermore, the registrant has entered into indemnification agreements with certain of its directors in which the registrant agrees to hold harmless and indemnify the director to the fullest extent permitted by Delaware law. The registrant’s Restated Certificate of Incorporation ~~states that no~~limits the personal liability of a director ~~shall be personally liable~~ to the corporation or its stockholders ~~for monetary~~to damages for breach of the director’s fiduciary duty, except for liability (i) for any breach of the director’s duty of loyalty to Lear or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law (regarding unlawful payment of dividends) or (iv) for any transaction from which the director derived an improper personal benefit.

~~Lear~~duty.

The registrant has purchased insurance on behalf of its directors and officers against certain liabilities that may be asserted against, or incurred by, such persons in their capacities as directors or officers of ~~Lear~~the registrant or its subsidiaries, or that may arise out of their status as directors or officers of ~~Lear~~the registrant or its subsidiaries, including liabilities under the federal and state securities laws.

II-1


Item 21.	*Exhibits and Financial Statements Schedules.*

(A) Exhibits.

INDEX TO EXHIBITS


Exhibit
Number			Exhibit

	3	.1	Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report onForm 10-Q for the quarter ended March 30, 1996).
	3	.2	Amended and Restated By-laws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report onForm 8-K filed August 9, 2002).
	3	.3	Certificate of Incorporation of Lear Operations Corporation (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement onForm S-4 filed on June 22, 1999).
	3	.4	By-laws of Lear Operations Corporation (incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement onForm S-4 filed on June 22, 1999).
	3	.5	Certificate of Incorporation of Lear Corporation EEDS and Interiors (incorporated by reference to Exhibit 3.7 to the Company’s Registration Statement onForm S-4/A filed on June 6, 2001).
	3	.6	By-laws of Lear Corporation EEDS and Interiors (incorporated by reference to Exhibit 3.8 to the Company’s Registration Statement onForm S-4/A filed on June 6, 2001).
	3	.7	Certificate of Incorporation of Lear Seating Holdings Corp. #50 (incorporated by reference to Exhibit 3.9 to the Company’s Registration Statement onForm S-4/A filed on June 6, 2001).
	3	.8	By-laws of Lear Seating Holdings Corp. #50 (incorporated by reference to Exhibit 3.10 to the Company’s Registration Statement onForm S-4/A filed on June 6, 2001).
	3	.9	Certificate of Incorporation of Lear Automotive Dearborn, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report onForm 10-Q filed on May 4, 2006).
	3	.10	Bylaws of Lear Automotive Dearborn, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report onForm 10-Q filed on May 4, 2006).
	3	.11	Certificate of Incorporation of Lear Corporation (Germany) Ltd. (incorporated by reference to Exhibit 3.13 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2005).
	3	.12	Certificate of Amendment of Certificate of Incorporation of Lear Corporation (Germany) Ltd. (incorporated by reference to Exhibit 3.14 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2005).
	3	.13	Amended and Restated By-laws of Lear Corporation (Germany) Ltd. (incorporated by reference to Exhibit 3.15 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2005).
	3	.14	Deed of Transformation of Lear Automotive (EEDS) Spain S.L. (Unofficial English Translation) (incorporated by reference to Exhibit 3.17 to the Company’s Registration Statement onForm S-3 filed on May 8, 2002).
	3	.15	By-laws of Lear Automotive (EEDS) Spain S.L. (Unofficial English Translation) (incorporated by reference to Exhibit 3.18 to the Company’s Registration Statement onForm S-3 filed on May 8, 2002).
	3	.16	Articles of Incorporation of Lear Corporation Mexico, S.A. de C.V. (Unofficial English Translation) (incorporated by reference to Exhibit 3.19 to the Company’s Registration Statement onForm S-3 filed on March 28, 2002).
	3	.17	By-laws of Lear Corporation Mexico, S.A. de C.V. (Unofficial English Translation) (incorporated by reference to Exhibit 3.20 to the Company’s Registration Statement onForm S-3 filed on March 28, 2002).
	*3	.18	By-laws of Lear Corporation Mexico, S. de R.L. de C.V., showing the change of Lear Corporation Mexico, S.A. de C.V. from a corporation to a limited liability, variable capital partnership (Unofficial English Translation).
	4	.1	Indenture dated as of May 15, 1999, by and among Lear Corporation as Issuer, the Guarantors party thereto from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report onForm 10-Q for the quarter ended April 3, 1999).

II-2


Exhibit
Number			Exhibit

	4	.2	Supplemental Indenture No. 1 to Indenture dated as of May 15, 1999, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report onForm 10-Q for the quarter ended July 1, 2000).
	4	.3	Supplemental Indenture No. 2 to Indenture dated as of May 15, 1999, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2001).
	4	.4	Supplemental Indenture No. 3 to Indenture dated as of May 15, 1999, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2001).
	4	.5	Supplemental Indenture No. 4 to Indenture dated as of May 15, 1999, by and among Lear Corporation as Issuer, the Guarantors party thereto from time to time and The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as Trustee (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K dated December 15, 2005).
	4	.6	Indenture dated as of March 20, 2001, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee, relating to the 81/8% Senior Notes due 2008, including the form of exchange note attached thereto (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement onForm S-4 filed on April 23, 2001).
	4	.7	Supplemental Indenture No. 1 to Indenture dated as of March 20, 2001, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2001).
	4	.8	Supplemental Indenture No. 2 to Indenture dated as of March 20, 2001, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2001).
	4	.9	Supplemental Indenture No. 3 to Indenture dated as of March 20, 2001, by and among Lear Corporation as Issuer, the Guarantors party thereto from time to time and The Bank of New York as Trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report onForm 8-K dated December 15, 2005).
	4	.10	Indenture dated as of February 20, 2002, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.8 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2001).
	4	.11	Supplemental Indenture No. 1 to Indenture dated as of February 20, 2002, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.1 to the Company Current Report onForm 8-K dated August 26, 2004).
	4	.12	Supplemental Indenture No. 2 to Indenture dated as of February 20, 2002, by and among Lear Corporation as Issuer, the Guarantors party thereto from time to time and The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as Trustee (incorporated by reference to Exhibit 10.3 to the Company’s Current Report onForm 8-K dated December 15, 2005).
	4	.13	Indenture dated as of August 3, 2004, by and among Lear Corporation as Issuer, the Guarantors party thereto from time to time and The Bank of New York Trust Company, N.A. as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report onForm 8-K dated August 3, 2004).
	4	.14	Supplemental Indenture No. 1 to Indenture dated as of August 3, 2004, by and among Lear Corporation as Issuer, the Guarantors party thereto from time to time and The Bank of New York Trust Company, N.A. (as successor to BNY Midwest Trust Company, N.A.), as Trustee (incorporated by reference to Exhibit 10.4 to the Company’s Current Report onForm 8-K dated December 15, 2005).

II-3


Exhibit
Number			Exhibit

	4	.15	Supplemental Indenture No. 5 to the Indenture dated as of May 15, 1999, among Lear Corporation, the Guarantors set forth therein and The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report ofForm 8-K filed on April 25, 2006).
	4	.16	Supplemental Indenture No. 4 to the Indenture dated as of March 20, 2001, among Lear Corporation, the Guarantors set forth therein and The Bank of New York, as trustee (incorporated by reference to Exhibit 10.3 to the Company’s Current Report onForm 8-K filed on April 25, 2006).
	4	.17	Supplemental Indenture No. 3 to the Indenture dated as of February 20, 2002, among Lear Corporation, the Guarantors set forth therein and The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as trustee (incorporated by reference to Exhibit 10.4 to the Company’s Current Report onForm 8-K filed on April 25, 2006).
	4	.18	Supplemental Indenture No. 4 to the Indenture dated as of February 20, 2002, among Lear Corporation, the Guarantors set forth therein and The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as trustee (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K filed on June 14, 2006).
	4	.19	Supplemental Indenture No. 2 to the Indenture dated as of August 3, 2004, among Lear Corporation, the Guarantors set forth therein and The Bank of New York Trust Company, N.A. (as successor to BNY Midwest Trust Company, N.A.), as trustee (incorporated by reference to Exhibit 10.5 to the Company’s Current Report onForm 8-K filed on April 25, 2006).
	4	.20	Indenture dated as of November 24, 2006 by and among Lear Corporation, certain Subsidiary Guarantors (as defined therein) and The Bank of New York Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report onForm 8-K filed on November 28, 2006).
	*5	.1	Opinion of Winston & Strawn LLP.
	*5	.2	Opinion of DLA Piper Spain, S.L., Madrid, Spain.
	*5	.3	Opinion of Baker & McKenzie, S.C., Mexico.
	10	.1	Credit and Guarantee Agreement, dated as of March 23, 2005, among the Company, Lear Canada, each Foreign Subsidiary Borrower (as defined therein), the Lenders party thereto, Bank of America, N.A., as syndication agent, Citibank, N.A. and Deutsche Bank Securities Inc., as documentation agents, The Bank of Nova Scotia, as documentation agent and Canadian administrative agent, the other Agents named therein and JPMorgan Chase Bank, N.A., as general administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K dated March 23, 2005).
	10	.2	Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006, among the Company, Lear Canada, each Foreign Subsidiary Borrower (as defined therein), the Lenders party thereto, Bank of America, N.A., as syndication agent, Citibank, N.A. and Deutsche Bank Securities Inc., as documentation agents, The Bank of Nova Scotia, as documentation agent and Canadian administrative agent, the other Agents named therein and JPMorgan Chase Bank, N.A., as general administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K dated April 25, 2006).
	10	.3	Employment Agreement, dated March 15, 2005, between the Company and Robert E. Rossiter (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K dated March 15, 2005).
	10	.4	Employment Agreement, dated March 15, 2005, between the Company and James H. Vandenberghe (incorporated by reference to Exhibit 10.2 to the Company’s Current Report onForm 8-K dated March 15, 2005).
	10	.5	Employment Agreement, dated March 15, 2005, between the Company and Douglas G. DelGrosso (incorporated by reference to Exhibit 10.3 to the Company’s Current Report onForm 8-K dated March 15, 2005).

II-4


Exhibit
Number			Exhibit

	10	.6	Employment Agreement, dated March 15, 2005, between the Company and Daniel A. Ninivaggi (incorporated by reference to Exhibit 10.6 to the Company’s Current Report onForm 8-K dated March 15, 2005).
	10	.7	Employment Agreement, dated March 15, 2005, between the Company and Roger A. Jackson (incorporated by reference to Exhibit 10.7 to the Company’s Current Report onForm 8-K dated March 15, 2005).
	10	.8	Employment Agreement, dated as of March 15, 2005, between the Company and Paul Joseph Zimmer (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report onForm 10-Q for the quarter ended October 1, 2005).
	10	.9	Employment Agreement, dated as of March 15, 2005, between the Company and Raymond E. Scott (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report onForm 10-Q for the quarter ended October 1, 2005).
	10	.10	Lear’s 1994 Stock Option Plan (incorporated by reference to Exhibit 10.27 to the Company’s Transition Report onForm 10-K filed on March 31, 1994).
	10	.11	Lear Corporation 1996 Stock Option Plan, as amended and restated (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report onForm 10-Q for the quarter ended June 28, 1997).
	10	.12	Lear Corporation Long-Term Stock Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.1 of the Company’s Current Report onForm 8-K filed on April 25, 2006).
	10	.13	Form of the Long-Term Stock Incentive Plan 2002 Nontransferable Nonqualified Stock Option Terms and Conditions (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2003).
	10	.14	Lear Corporation Outside Directors Compensation Plan, effective January 1, 2005 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K dated December 7, 2004).
	10	.15	Form of the Long-Term Stock Incentive Plan 2003 Director Nonqualified, Nontransferable Stock Option Terms and Conditions (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2003).
	10	.16	Form of the Long-Term Stock Incentive Plan 2003 Restricted Stock Unit Terms and Conditions for Management (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2003).
	10	.17	Form of the Long-Term Stock Incentive Plan 2003 Deferral and Restricted Stock Unit Agreement — MSPP (U.S.) (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2003).
	10	.18	Form of the Long-Term Stock Incentive Plan 2003 Deferral and Restricted Stock Unit Agreement — MSPP(Non-U.S.) (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2003).
	10	.19	Form of the Lear Corporation 1996 Stock Option Plan Stock Option Agreement (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report onForm 10-K for the year ended December 31, 1997).
	10	.20	Lear Corporation 1994 Stock Option Plan, Second Amendment effective January 1, 1996 (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report onForm 10-K for the year ended December 31, 1998).
	10	.21	Lear Corporation 1994 Stock Option Plan, Third Amendment effective March 14, 1997 (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report onForm 10-K for the year ended December 31, 1998).
	10	.22	Stock Purchase Agreement dated as of March 16, 1999, by and between Nevada Bond Investment Corp. II and Lear Corporation (incorporated by reference to Exhibit 99.1 to the Company’s Current Report onForm 8-K dated March 16, 1999).
	10	.23	Stock Purchase Agreement dated as of May 7, 1999, between Lear Corporation and Johnson Electric Holdings Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K dated May 7, 1999).

II-5


Exhibit
Number			Exhibit

	10	.24	Registration Rights Agreement dated as of November 24, 2006 among Lear Corporation, certain Subsidiary Guarantors (as defined therein) and Citigroup Global Markets Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K filed on November 28, 2006).
	10	.25	Lear Corporation Executive Supplemental Savings Plan, as amended and restated (incorporated by reference to Exhibit 10.2 to the Company’s Current Report onForm 8-K for the year ended May 4, 2005).
	10	.26	2006 Management Stock Purchase Plan (U.S.) Terms and Conditions (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2005).
	10	.27	2006 Management Stock Purchase Plan(Non-U.S.) Terms and Conditions (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2005).
	10	.28	Performance Share Award Agreement dated June 22, 2004, between the Company and Robert E. Rossiter (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report onForm 10-Q for the quarter ended July 3, 2004).
	10	.29	Performance Share Award Agreement dated June 22, 2004, between the Company and James H. Vandenberghe (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report onForm 10-Q for the quarter ended July 3, 2004).
	10	.30	Performance Share Award Agreement dated June 22, 2004, between the Company and Douglas G. DelGrosso (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report onForm 10-Q for the quarter ended July 3, 2004).
	10	.31	Performance Share Award Agreement dated June 22, 2004, between the Company and Roger A. Jackson (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report onForm 10-Q for the quarter ended July 3, 2004).
	10	.32	Performance Share Award Agreement dated June 22, 2004, between the Company and Daniel A. Ninivaggi (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report onForm 10-Q for the quarter ended July 3, 2004).
	10	.33	Form of Performance Share Award Agreement for the three-year period ending December 31, 2007 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report onForm 8-K dated February 10, 2005).
	10	.34	Purchase Agreement dated as of July 29, 2004, by and among Lear Corporation as Issuer, the Guarantors party thereto and the Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report onForm 10-Q for the quarter ended October 2, 2004).
	10	.35	Registration Rights Agreement dated as of August 3, 2004, by and among Lear Corporation as Issuer, the Guarantors party thereto and the Initial Purchasers (as defined therein) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report onForm 10-Q for the quarter ended October 2, 2004).
	10	.36	Purchase and Transfer Agreement dated April 5, 2004, among Lear Corporation Holding GmbH, Lear Corporation GmbH & Co. KG and the Sellers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report onForm 10-Q for the quarter ended April 3, 2004).
	10	.37	Long-Term Stock Incentive Plan 2005 Restricted Stock Unit Terms and Conditions (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report onForm 10-Q for the Quarter ended October 1, 2005).
	10	.38	Long-Term Stock Incentive Plan Supplemental Restricted Stock Unit Terms and Conditions (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report onForm 10-Q for the quarter ended October 1, 2005).
	10	.39	Long-Term Stock Incentive Plan Stock Appreciation Rights Terms and Conditions (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report onForm 10-Q for the quarter ended October 1, 2005).

II-6


Exhibit
Number			Exhibit

	10	.40	Lear Corporation Estate Preservation Plan (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2004).
	10	.41	Lear Corporation Pension Equalization Program, as amended through August 15, 2003 (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2004).
	10	.42	Lear Corporation Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K dated February 10, 2005).
	10	.43	First Amendment to the Lear Corporation Executive Supplemental Savings Plan, dated as of November 10, 2005 (incorporated by reference to Exhibit 10.48 to the Company’s Current Report onForm 10-K for the year ended December 31, 2005).
	10	.44	Form of Indemnity Agreement between the Company and each of its directors (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report onForm 10-Q for the quarter ended July 2, 2005).
	10	.45	Form of the Long-Term Stock Incentive Plan 2004 Restricted Stock Unit Terms & Conditions for Management (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K dated November 12, 2004).
	10	.46	Sale and Purchase Agreement dated as of July 20, 2006, by and among the Company, Lear East European Operations S.a.r.l., Lear Holdings (Hungary) Kft, Lear Corporation GmbH, Lear Corporation Sweden AB, Lear Corporation Poland Sp.zo.o., International Automotive Components Group LLC, International Automotive Components Group SARL, International Automotive Components Group Limited, International Automotive Components Group GmbH and International Automotive Components Group AB (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K filed on July 21, 2006).
	10	.47	Stock Purchase Agreement, dated as of October 17, 2006, among the Company, Icahn Partners LP, Icahn Partners Master Fund LP and Koala Holding LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K filed on October 17, 2006).
	10	.48	Form of Performance Share Award Agreement under the Lear Corporation Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K filed on March 24, 2006).
	10	.49	Restricted Stock Award Agreement dated November 9, 2006, by and between the Company and Daniel A. Ninivaggi (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K filed on November 14, 2006).
	10	.50	Asset Purchase Agreement dated as of November 30, 2006, by and among Lear Corporation, International Automotive Components Group North America, Inc., WL Ross & Co. LLC, Franklin Mutual Advisers, LLC and International Automotive Components Group North America, LLC. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K filed on December 1, 2006).
	10	.51	Form of Limited Liability Company Agreement of International Automotive Components Group North America, LLC. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report onForm 8-K filed on December 1, 2006).
	*11	.1	Computation of net income per share.
	*12	.1	Computation of ratios of earnings to fixed charges.
	*21	.1	List of subsidiaries of the Company.
	*23	.1	Consent of Ernst & Young LLP.
	*23	.2	Consent of Winston & Strawn LLP (included in Exhibit 5.1).
	*23	.3	Powers of Attorney (included on the signature pages hereof).
	*23	.4	Consent of DLA Piper Spain, S.L., Madrid, Spain (incorporated in Exhibit 5.2).
	*23	.5	Consent of Baker & McKenzie, S.C., Mexico (included in Exhibit 5.3).

II-7


Exhibit
Number			Exhibit

	*25	.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 onForm T-1 of The Bank of New York Trust Company, N.A., as Trustee under the Indenture, for the 81/2% Series B Senior Notes due 2013.
	*25	.2	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 onForm T-1 of The Bank of New York Trust Company, N.A., as Trustee under the Indenture, for the 83/4% Series B Senior Notes due 2016.
	*99	.1	Form of Letter of Transmittal.
	*99	.2	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	*99	.3	Form of Letter to Clients.
	*99	.4	Form of Notice of Guaranteed Delivery.


*	~~(A)~~	~~Exhibits.~~

Exhibit
Number Exhibit
3 .1 Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 1996).
3 .2 Amended and Restated By-laws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed August 9, 2002).

~~II-1~~

Exhibit
Number Exhibit
3 .3 Certificate of Incorporation of Lear Operations Corporation (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-4 filed on June 22, 1999).
3 .4 By-laws of Lear Operations Corporation (incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-4 filed on June 22, 1999).
3 .5 Certificate of Incorporation of Lear Corporation EEDS and Interiors (incorporated by reference to Exhibit 3.7 to the Company’s Registration Statement on Form S-4/A filed on June 6, 2001).
3 .6 By-laws of Lear Corporation EEDS and Interiors (incorporated by reference to Exhibit 3.8 to the Company’s Registration Statement on Form S-4/A filed on June 6, 2001).
3 .7 Certificate of Incorporation of Lear Seating Holdings Corp. #50 (incorporated by reference to Exhibit 3.9 to the Company’s Registration Statement on Form S-4/A filed on June 6, 2001).
3 .8 By-laws of Lear Seating Holdings Corp. #50 (incorporated by reference to Exhibit 3.10 to the Company’s Registration Statement on Form S-4/A filed on June 6, 2001).
3 .9 Certificate of Formation of Lear Technologies, L.L.C. (incorporated by reference to Exhibit 3.11 to the Company’s Registration Statement on Form S-3 filed on March 28, 2002).
3 .10 Limited Liability Company Agreement of Lear Technologies, L.L.C. (incorporated by reference to Exhibit 3.12 to the Company’s Registration Statement on Form S-3 filed on March 28, 2002).
3 .11 Certificate of Limited Partnership of Lear Midwest Automotive, Limited Partnership (incorporated by reference to Exhibit 3.13 to the Company’s Registration Statement on Form S-3 filed on March 28, 2002).
3 .12 Agreement of Limited Partnership of Lear Midwest Automotive, Limited Partnership, including First and Second Amendments thereto (incorporated by reference to Exhibit 3.14 to the Company’s Registration Statement on Form S-3 filed on March 28, 2002).
3 .13 Third Amendment to Agreement of Limited Partnership of Lear Midwest Automotive, Limited Partnership (incorporated by reference to Exhibit 3.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003).
3 .14 Deed of Transformation of Lear Automotive (EEDS) Spain S.L. (Unofficial English Translation) (incorporated by reference to Exhibit 3.17 to the Company’s Registration Statement on Form S-3 filed on May 8, 2002).
3 .15 By-laws of Lear Automotive (EEDS) Spain S.L. (Unofficial English Translation) (incorporated by reference to Exhibit 3.18 to the Company’s Registration Statement on Form S-3 filed on May 8, 2002).
3 .16 Articles of Incorporation of Lear Corporation Mexico, S.A. de C.V. (Unofficial English Translation) (incorporated by reference to Exhibit 3.19 to the Company’s Registration Statement on Form S-3 filed on March 28, 2002).
3 .17 By-laws of Lear Corporation Mexico, S.A. de C.V. (Unofficial English Translation) (incorporated by reference to Exhibit 3.20 to the Company’s Registration Statement on Form S-3 filed on March 28, 2002).
4 .1 Indenture dated as of May 15, 1999, by and among Lear Corporation as Issuer, the Guarantors party thereto from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 1999).
4 .2 Supplemental Indenture No. 1 to Indenture dated as of May 15, 1999, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2000).
4 .3 Supplemental Indenture No. 2 to Indenture dated as of May 15, 1999, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).

~~II-2~~

Exhibit
Number Exhibit
4 .4 Supplemental Indenture No. 3 to Indenture dated as of May 15, 1999, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).
4 .5 Indenture dated as of March 20, 2001, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee, relating to the 8 1/8% Senior Notes due 2008, including the form of exchange note attached thereto (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-4 filed on April 23, 2001).
4 .6 Supplemental Indenture No. 1 to Indenture dated as of March 20, 2001, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).
4 .7 Supplemental Indenture No. 2 to Indenture dated as of March 20, 2001, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).
4 .8 Indenture dated as of February 20, 2002, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).
4 .9 Supplemental Indenture No. 1 to Indenture dated as of February 20, 2002, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.1 to the Company Current Report on Form 8-K dated August 26, 2004).
4 .10 Indenture dated as of August 3, 2004, by and among Lear Corporation as Issuer, the Guarantors party thereto from time to time and BNY Midwest Trust Company as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 3, 2004).
**5 .1 Opinion of Winston & Strawn LLP.
10 .1 Third Amended and Restated Credit and Guarantee Agreement, dated as of March 26, 2001, among Lear Corporation, Lear Canada, the Foreign Subsidiary Borrowers (as defined therein), the Lenders Party thereto, Bank of America, N.A., Citibank, N.A. and Deutsche Banc Alex Brown Inc., as Syndication Agent, The Bank of Nova Scotia, as Documentation Agent and Canadian Administrative Agent, The Other Agents Named in Schedule IX thereto and The Chase Manhattan Bank, as General Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-4 filed on April 23, 2001).
10 .2 Amended and Restated Revolving Credit and Term Loan Agreement, dated as of March 26, 2001, among Lear Corporation, the Foreign Subsidiary Borrowers (as defined therein), the Lenders Party thereto, Citicorp USA, Inc., as Syndication Agent, Toronto Dominion (Texas), Inc., as Documentation Agent, the Other Agents Named in Schedule IX thereto and The Chase Manhattan Bank, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-4 filed on April 23, 2001).
10 .3 Employment Agreement dated July 5, 2000 between the Company and Kenneth L. Way (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2000).
10 .4 Employment Agreement dated July 5, 2000 between the Company and Robert E. Rossiter (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2000).
10 .5 Employment Agreement dated July 5, 2000 between the Company and James H. Vandenberghe (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2000).

~~II-3~~

Exhibit
Number Exhibit
10 .6 Employment Agreement dated July 5, 2000 between the Company and Donald J. Stebbins (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2000).
10 .7 Employment Agreement dated July 5, 2000 between the Company and Douglas G. DelGrosso (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2000).
10 .8 Lear’s 1994 Stock Option Plan (incorporated by reference to Exhibit 10.27 to the Company’s Transition Report on Form 10-K filed on March 31, 1994).
10 .9 Lear’s Supplemental Executive Retirement Plan, dated as of January 1, 1995 (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1994).
10 .10 Lear Corporation 1996 Stock Option Plan, as amended and restated (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 28, 1997).
10 .11 Lear Corporation Long-Term Stock Incentive Plan, as amended and restated (incorporated by reference to Appendix B to the Company’s definitive proxy statement on Schedule 14A filed March 27, 2003 for the 2003 annual meeting of stockholders).
10 .12 Form of the Long-Term Stock Incentive Plan Nontransferable Nonqualified Stock Option Terms and Conditions (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003).
10 .13 Lear Corporation Outside Directors Compensation Plan, dated as of January 1, 2004 (incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003).
10 .14 Long-Term Stock Incentive Plan 2003 Director Nonqualified, Nontransferable Stock Option Terms and Conditions (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003).
10 .15 Form of the Long-Term Stock Incentive Plan 2003 Restricted Stock Unit Terms and Conditions (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003).
10 .16 Form of the Long-Term Stock Incentive Plan 2003 Deferral and Restricted Stock Unit Agreement — MSPP (U.S.) (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003).
10 .17 Form of the Long-Term Stock Incentive Plan 2003 Deferral and Restricted Stock Unit Agreement — MSPP (Non-U.S.) (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003).
10 .18 Form of the Lear Corporation 1996 Stock Option Plan Stock Option Agreement (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1997).
10 .19 Lear Corporation 1994 Stock Option Plan, Second Amendment effective January 1, 1996 (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998).
10 .20 Lear Corporation 1994 Stock Option Plan, Third Amendment effective March 14, 1997 (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998).
10 .21 The Master Sale and Purchase Agreement between General Motors Corporation and the Company, dated August 31, 1998, relating to the sale and purchase of the world-wide seating business operated by The Delphi Interior & Lighting System Division of General Motors Corporation’s Delphi Automotive Systems business sector (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998).

~~II-4~~

Exhibit
Number Exhibit
10 .22 Stock Purchase Agreement dated as of March 16, 1999, by and between Nevada Bond Investment Corp. II and Lear Corporation (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated March 16, 1999).
10 .23 Stock Purchase Agreement dated as of May 7, 1999, between Lear Corporation and Johnson Electric Holdings Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 7, 1999).
10 .24 Rights Agreement dated as of March 1, 2000, between the Company and the Bank of New York (incorporated by reference to the Company’s Registration Statement on Form 8-A filed March 2, 2000.)
10 .25 Purchase Agreement dated as of February 14, 2002, among Lear Corporation, Lear Operations Corporation, Lear Corporation Automotive Holdings, Lear Seating Holdings Corp. #50, Lear Corporation EEDS and Interiors, Lear Corporation Automotive Systems, Lear Technologies, L.L.C., Lear Midwest Automotive, Ltd. Partnership, Lear Automotive (EEDS) Spain S.L. and Lear Corporation Mexico, S.A. de C.V. and Credit Suisse First Boston Corporation, JP Morgan Securities Inc. and Lehman Brothers Inc. (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).
10 .26 Registration Rights Agreement dated as of February 14, 2002, among Lear Corporation, Lear Operations Corporation, Lear Corporation Automotive Holdings, Lear Seating Holdings Corp. #50, Lear Corporation EEDS and Interiors, Lear Corporation Automotive Systems, Lear Technologies, L.L.C., Lear Midwest Automotive, Ltd. Partnership, Lear Automotive (EEDS) Spain S.L. and Lear Corporation Mexico, S.A. de C.V. and Credit Suisse First Boston Corporation, JP Morgan Securities Inc. and Lehman Brothers Inc. (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).
10 .27 Lear Corporation Pension Plan (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002).
10 .28 Lear Corporation Executive Supplemental Savings Plan (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002).
10 .29 Summary of Certain Retirement Benefit Arrangements with Kenneth L. Way (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002).
10 .30 Employment Agreement dated July 5, 2000 between the Company and David C. Wajsgras (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002).
10 .31 Performance Share Award Agreement dated September 23, 2003 between the Company and Robert E. Rossiter (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2003).
10 .32 Performance Share Award Agreement dated September 23, 2003 between the Company and James H. Vandenberghe (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2003).
10 .33 Performance Share Award Agreement dated September 23, 2003 between the Company and Douglas G. DelGrosso (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2003).
10 .34 Performance Share Award Agreement dated September 23, 2003 between the Company and Donald J. Stebbins (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2003).
10 .35 Performance Share Award Agreement dated September 23, 2003 between the Company and David C. Wajsgras (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2003).
10 .36 Employment Agreement dated July 28, 2003 between the Company and Daniel A. Ninivaggi (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2003).

~~II-5~~

Exhibit
Number Exhibit
10 .37 Purchase Agreement dated as of July 29, 2004, by and among Lear Corporation as Issuer, the Guarantors party thereto and the Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2004.)
10 .38 Registration Rights Agreement dated as of August 3, 2004, by and among Lear Corporation as Issuer, the Guarantors party thereto and the Initial Purchasers (as defined therein) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2004.)
10 .39 Purchase and Transfer Agreement dated April 5, 2004, among Lear Corporation Holding GmbH, Lear Corporation GmbH & Co. KG and the Sellers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2004).
10 .40 Performance Share Award Agreement dated June 22, 2004, between the Company and Robert E. Rossiter (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2004).
10 .41 Performance Share Award Agreement dated June 22, 2004, between the Company and James H. Vandenberghe (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2004).
10 .42 Performance Share Award Agreement dated June 22, 2004, between the Company and Douglas G. DelGrosso (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2004).
10 .43 Performance Share Award Agreement dated June 22, 2004, between the Company and Donald J. Stebbins (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2004).
10 .44 Performance Share Award Agreement dated June 22, 2004, between the Company and David C. Wajsgras (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2004).
10 .45 Performance Share Award Agreement dated June 22, 2004, between the Company and Roger A. Jackson (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 3, 2004).
10 .46 Form of the Long-Term Stock Incentive Plan 2004 Restricted Stock Unit Terms & Conditions (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 12, 2004.)
*11 .1 Computation of net income per share.
*12 .1 Computation of ratios of earnings to fixed charges.
21 .1 List of subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003).
*23 .1 Consent of Ernst & Young LLP.
**23 .2 Consent of Winston & Strawn LLP (included in Exhibit 5.1).
*23 .3 Powers of Attorney (included on the signature pages hereof).
**25 .1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 on Form T-1 of BNY Midwest Trust Company, as Trustee under the Indenture.
**99 .1 Form of Letter of Transmittal.
**99 .2 Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
**99 .3 Form of Letter to Clients.
**99 .4 Form of Notice of Guaranteed Delivery.

* Filed herewith.
** ~~To be filed by amendment.~~

~~II-6~~

(B) Financial Statement Schedules.

Schedules are omitted since the information required to be submitted has been included in the Supplemental Consolidated Financial Statements of Lear or the notes thereto, or the required information is not applicable.


Item 22.	*Undertakings.*

(a) The undersigned ~~Registrant~~registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes

II-8

~~(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:~~

     ~~(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;~~
     (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
     (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
     ~~(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.~~
     (4) To respond to request for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such requests, and to send the incorporated documents by first class mail to equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
     (5) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(5) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(b) The undersigned ~~Registrant~~registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the ~~Registrant’s~~registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the ~~Registrant~~registrant pursuant to the foregoing provisions, or otherwise, the ~~Registrant~~registrant has been advised that in the opinion of the Securities and Exchange Commission such

~~II-7~~

indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the ~~Registrant~~registrant of expenses incurred or paid by a director, officer or controlling person of the ~~Registrant~~registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the ~~Registrant~~registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-9

~~II-8~~

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the undersigned Registrant has duly caused this Registration Statement onForm S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Southfield, State of Michigan, on the ~~18th~~8th day of ~~November, 2004.~~

~~LEAR CORPORATION~~

December, 2006.

LEAR CORPORATION


	By:	/s/ ROBERT E. ROSSITER



	~~Robert E. Rossiter~~
	~~Chairman and Chief Executive Officer~~

Robert E. Rossiter

Chairman and Chief Executive Officer

POWER OF ATTORNEY

Each of the undersigned hereby appoints ~~David C. Wajsgras~~Shari L. Burgess and Daniel A. Ninivaggi and each of them (with full power to act alone), as attorney and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act this post-effective amendment to the registration statement and any and all amendments and post-effective amendments to this registration statement, and including any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, with all exhibits thereto and any and all applications, instruments and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite or desirable.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement onForm S-4 has been signed by the following persons in the capacities and on the dates indicated.


Name	Title
~~Name~~Date	~~Title~~	~~Date~~


/s/ ROBERT E. ROSSITER Robert E. Rossiter	Chairman of the Board of Directors and Chief Executive Officer ~~and a Director (Principal~~ (Principal Executive Officer)	~~November 18, 2004~~December 8, 2006

/s/ JAMES H. VANDENBERGHE James H. Vandenberghe	Vice Chairman	~~November 18, 2004~~

~~/s/ DAVID C. WAJSGRAS~~ ~~David C. Wajsgras~~	~~Senior Vice President~~ and Chief Financial Officer ~~(Principal~~and Director (Principal Financial Officer)	~~November 18, 2004~~December 6, 2006

/s/ ~~WILLIAM C. DIRCKS~~MATTHEW J. SIMONCINI ~~William C. Dircks~~ Matthew J. Simoncini	Vice President ~~and Corporate Controller~~of Global Finance (Principal Accounting Officer)	~~November 18, 2004~~December 8, 2006

/s/ ~~ANNE K. BINGAMAN~~DAVID E. FRY ~~Anne K. Bingaman~~ Dr. David E. Fry	Director	~~November 18, 2004~~December 6, 2006

/s/ ~~DAVID E. FRY~~VINCENT J. INTRIERI ~~Dr. David E. Fry~~ Vincent J. Intrieri	Director	~~November 18, 2004~~December 8, 2006

/s/ CONRAD L. MALLETT Justice Conrad L. Mallett	Director	December 8, 2006

II-10

~~II-9~~


Name	Title
~~Name~~Date	~~Title~~	~~Date~~


/s/ ~~CONRAD L. MALLETT~~LARRY W. MCCURDY ~~Justice Conrad L. Mallett~~ Larry W. McCurdy	Director	~~November 18, 2004~~December 8, 2006

/s/ ~~LARRY W. MCCURDY~~ROY E. PARROTT ~~Larry W. McCurdy~~ Roy E. Parrott	Director	~~November 18, 2004~~December 8, 2006

/s/ ~~ROY E. PARROTT~~DAVID P. SPALDING ~~Roy E. Parrott~~ David P. Spalding	Director	~~November 18, 2004~~December 8, 2006

/s/ ~~DAVID P. SPALDING~~JAMES A. STERN ~~David P. Spalding~~ James A. Stern	Director	~~November 18, 2004~~December 8, 2006

/s/ ~~JAMES A. STERN~~HENRY D.G. WALLACE ~~James A. Stern~~ Henry D.G. Wallace	Director	~~November 18, 2004~~December 8, 2006

/s/ RICHARD F. WALLMAN Richard F. Wallman	Director	~~November 18, 2004~~December 8, 2006

II-11

~~II-10~~

SIGNATURES

~~LEAR OPERATIONS CORPORATION~~

December, 2006.

LEAR OPERATIONS CORPORATION


	By:	/s/ ROBERT E. ROSSITER



	~~Robert E. Rossiter~~
	~~President and Chief Executive Officer~~

Robert E. Rossiter

Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement onForm S-4 has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title
~~Signature~~Date	~~Title~~	~~Date~~


/s/ ROBERT E. ROSSITER Robert E. Rossiter	Chairman, President and Chief Executive Officer ~~(Principal~~and Director (Principal Executive Officer)	~~November 18, 2004~~December 8, 2006

/s/ ~~DAVID C. WAJSGRAS~~JAMES H. VANDENBERGHE ~~David C. Wajsgras~~ James H. Vandenberghe	Vice ~~President (Principal~~Chairman and Director (Principal Financial and Accounting Officer)	~~November 18, 2004~~December 6, 2006

/s/ ~~JAMES H. VANDENBERGHE~~DANIEL A. NINIVAGGI ~~James H. Vandenberghe~~ Daniel A. Ninivaggi	Director	~~November 18, 2004~~

~~/s/ DANIEL A. NINIVAGGI~~ ~~Daniel A. Ninivaggi~~	~~Director~~	~~November 18, 2004~~December 8, 2006

II-12

~~II-11~~

SIGNATURES

~~LEAR SEATING HOLDINGS CORP. #50~~

December, 2006.

LEAR SEATING HOLDINGS CORP. #50


	By:	/s/ ~~DAVID C. WAJSGRAS~~JAMES H. VANDENBERGHE



	~~David C. Wajsgras~~
	~~Vice President and Treasurer~~

James H. Vandenberghe

President

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement onForm S-4 has been signed by the following persons in the capacities and on the dates indicated.


Signature		Title
~~Signature~~Date		~~Title~~	~~Date~~


/s/ JAMES H. VANDENBERGHE James H. Vandenberghe		President and Director ~~(Principal~~ (Principal Executive Officer)	~~November 18, 2004~~December 6, 2006

~~/s/ DAVID C. WAJSGRAS~~ ~~David C. Wajsgras~~	~~Vice President, Treasurer and~~
/s/ MATTHEW J. SIMONCINI Matthew J. Simoncini		Director (Principal Financial and Accounting Officer)	~~November 18, 2004~~December 8, 2006

/s/ DANIEL A. NINIVAGGI Daniel A. Ninivaggi		Director	~~November 18, 2004~~December 8, 2006

II-13

~~II-12~~

SIGNATURES

~~LEAR CORPORATION EEDS AND INTERIORS~~

December, 2006.

LEAR CORPORATION EEDS AND INTERIORS


	By:	/s/ ~~DAVID C. WAJSGRAS~~JAMES H. VANDENBERGHE



	~~David C. Wajsgras~~
	~~Vice President and Chief Financial Officer~~

James H. Vandenberghe

President

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement onForm S-4 has been signed by the following persons in the capacities and on the dates indicated.


Signature		Title
~~Signature~~Date		~~Title~~	~~Date~~


/s/ JAMES H. VANDENBERGHE James H. Vandenberghe		President and Director ~~(Principal~~ (Principal Executive Officer)	~~November 18, 2004~~December 6, 2006

~~/s/ DAVID C. WAJSGRAS~~ ~~David C. Wajsgras~~	~~Vice President, Chief Financial Officer and~~
/s/ MATTHEW J. SIMONCINI Matthew J. Simoncini		Director (Principal Financial and Accounting Officer)	~~November 18, 2004~~December 8, 2006

/s/ DANIEL A. NINIVAGGI Daniel A. Ninivaggi		Director	~~November 18, 2004~~December 8, 2006

II-14

~~II-13~~

SIGNATURES

~~LEAR TECHNOLOGIES, LLC~~

December, 2006.

LEAR AUTOMOTIVE DEARBORN, INC.


	By:	~~Lear Corporation, its sole member~~

	~~By:~~	/s/ ~~ROBERT E. ROSSITER~~JAMES H. VANDENBERGHE



	~~Robert E. Rossiter~~
	~~Chairman and Chief Executive Officer~~

James H. Vandenberghe

President

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement onForm S-4 has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title
~~Signature~~Date	~~Title~~	~~Date~~


/s/ ~~ROBERT E. ROSSITER~~ ~~Robert E. Rossiter~~	~~Chairman of the Board of Directors and Chief Executive Officer and a Director of Lear Corporation (Principal Executive Officer)~~	~~November 18, 2004~~

~~/s/~~ JAMES H. VANDENBERGHE James H. Vandenberghe	~~Vice Chairman of Lear Corporation~~	~~November 18, 2004~~

~~/s/ DAVID C. WAJSGRAS~~ ~~David C. Wajsgras~~	~~Senior Vice~~ President and ~~Chief Financial Officer of Lear Corporation (Principal Financial~~Director (Principal Executive Officer)	~~November 18, 2004~~December 6, 2006

~~/s/ WILLIAM C. DIRCKS~~ ~~William C. Dircks~~	~~Vice President and Corporate Controller of Lear Corporation (Principal Accounting Officer)~~	~~November 18, 2004~~

~~II-14~~



~~Signature~~	~~Title~~	~~Date~~


/s/ ~~ANNE K. BINGAMAN~~MATTHEW J. SIMONCINI ~~Anne K. Bingaman~~ Matthew J. Simoncini	Director ~~of Lear Corporation~~(Principal Financial and Accounting Officer)	~~November 18, 2004~~December 8, 2006

/s/ ~~DAVID E. FRY~~DANIEL A. NINIVAGGI ~~Dr. David E. Fry~~ Daniel A. Ninivaggi	Director ~~of Lear Corporation~~	~~November 18, 2004~~

~~/s/ CONRAD L. MALLETT~~ ~~Justice Conrad L. Mallett~~	~~Director of Lear Corporation~~	~~November 18, 2004~~

~~/s/ LARRY W. MCCURDY~~ ~~Larry W. McCurdy~~	~~Director of Lear Corporation~~	~~November 18, 2004~~

~~/s/ ROY E. PARROTT~~ ~~Roy E. Parrott~~	~~Director of Lear Corporation~~	~~November 18, 2004~~

~~/s/ DAVID P. SPALDING~~ ~~David P. Spalding~~	~~Director of Lear Corporation~~	~~November 18, 2004~~

~~/s/ JAMES A. STERN~~ ~~James A. Stern~~	~~Director of Lear Corporation~~	~~November 18, 2004~~

~~/s/ RICHARD F. WALLMAN~~ ~~Richard F. Wallman~~	~~Director of Lear Corporation~~	~~November 18, 2004~~December 8, 2006

II-15

~~II-15~~

SIGNATURES

~~LEAR MIDWEST AUTOMOTIVE, LIMITED PARTNERSHIP~~
~~By: Lear Corporation Mendon, its general partner~~

December, 2006.

LEAR CORPORATION (GERMANY) LTD.


	By:	/s/ ~~DAVID C. WAJSGRAS~~JAMES H. VANDENBERGHE



	~~David C. Wajsgras~~
	~~Vice President and Treasurer~~

James H. Vandenberghe

President

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement onForm S-4 has been signed by the following persons in the capacities and on the dates indicated.


Name		Title
~~Name~~Date		~~Title~~	~~Date~~


/s/ JAMES H. VANDENBERGHE James H. Vandenberghe		President and Director of ~~Lear Corporation Mendon~~ (Principal Executive Officer)	~~November 18, 2004~~December 6, 2006

~~/s/ DAVID C. WAJSGRAS~~ ~~David C. Wajsgras~~	~~Vice President, Treasurer and~~
/s/ MATTHEW J. SIMONCINI Matthew J. Simoncini		Director ~~of Lear Corporation Mendon~~ (Principal Financial and Accounting Officer)	~~November 18, 2004~~December 8, 2006

/s/ DANIEL A. NINIVAGGI Daniel A. Ninivaggi		Director ~~of Lear Corporation Mendon~~	~~November 18, 2004~~December 8, 2006

II-16

~~II-16~~

SIGNATURES

~~LEAR AUTOMOTIVE (EEDS) SPAIN S.L.~~

December, 2006.

LEAR AUTOMOTIVE (EEDS) SPAIN S.L.


	By:	/s/ ~~PAUL JEFFERSON~~MIGUEL HERRERA-LASSO



	~~Paul Jefferson~~
	~~Chairman and Managing Director~~

Miguel Herrera-Lasso

Director

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement onForm S-4 has been signed by the following persons in the capacities and on the dates indicated.


Name		Title
~~Name~~Date		~~Title~~	~~Date~~


/s/ ~~PAUL JEFFERSON~~MIGUEL HERRERA-LASSO ~~Paul Jefferson~~ Miguel Herrera-Lasso		~~Chairman and~~ Managing Director ~~(Co-Principal~~ (Principal Executive Officer)	~~November 18, 2004~~December 7, 2006

~~/s/ MIGUEL HERRERA-LASSO~~ ~~Miguel Herrera-Lasso~~	~~Vice Chairman~~
/s/ PAUL JEFFERSON Paul Jefferson		Director	December 8, 2006

/s/ ROBERT HOOPER Robert Hooper		Director (Principal Financial and ~~Managing Director (Co-Principal Executive~~Accounting Officer)	~~November 18, 2004~~December 8, 2006

~~/s/ ROBERT HOOPER~~ ~~Robert Hooper~~	~~Member~~	~~November 18, 2004~~

/s/ ~~JOSE JOAQUIN OVELAR~~DANIEL A. NINIVAGGI ~~Jose Joaquin Ovelar~~		~~Principal Financial and Accounting Officer~~	~~November 18, 2004~~

~~/s/ DAVID C. WAJSGRAS~~ ~~David C. Wajsgras~~ Daniel A. Ninivaggi		Authorized United States Representative	~~November 18, 2004~~December 8, 2006

II-17

~~II-17~~

SIGNATURES

~~LEAR CORPORATION MEXICO, S.A. DE C.V.~~

December, 2006.

LEAR CORPORATION MEXICO, S. DE R.L. DE C.V.


	By:	/s/ JAMES MICHAEL BRACKENBURY



	~~James Michael Brackenbury~~
	~~President~~

James Michael Brackenbury

President

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement onForm S-4 has been signed by the following persons in the capacities and on the dates indicated.


Name	Title
~~Signature~~Date	~~Title~~	~~Date~~


/s/ JAMES MICHAEL BRACKENBURY James Michael Brackenbury	President and Director (Principal Executive Officer)	~~November 18, 2004~~December 8, 2006

/s/ ~~JAMES ANDREW MANVILLE~~WILLIAM BROCKHAUS ~~James Andrew Manville~~ William Brockhaus	Director ~~(Chief~~ (Chief Financial and Accounting Officer)	~~November 18, 2004~~December 7, 2006

/s/ ~~JANIS N. ACOSTA~~DANIEL A. NINIVAGGI ~~Janis N. Acosta~~ Daniel A. Ninivaggi	Director ~~(Chief Accounting Officer)~~	~~November 18, 2004~~

~~/s/ DONALD J. STEBBINS~~ ~~Donald J. Stebbins~~	~~Director~~	~~November 18, 2004~~

~~/s/ DAVID C. WAJSGRAS~~ ~~David C. Wajsgras~~	and Authorized United States Representative	~~November 18, 2004~~December 8, 2006

II-18

~~II-18~~

INDEX TO EXHIBITS
Exhibit
Number Exhibit
3 .1 Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 1996).
3 .2 Amended and Restated By-laws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed August 9, 2002).
3 .3 Certificate of Incorporation of Lear Operations Corporation (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-4 filed on June 22, 1999).
3 .4 By-laws of Lear Operations Corporation (incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-4 filed on June 22, 1999).
3 .5 Certificate of Incorporation of Lear Corporation EEDS and Interiors (incorporated by reference to Exhibit 3.7 to the Company’s Registration Statement on Form S-4/A filed on June 6, 2001).
3 .6 By-laws of Lear Corporation EEDS and Interiors (incorporated by reference to Exhibit 3.8 to the Company’s Registration Statement on Form S-4/A filed on June 6, 2001).
3 .7 Certificate of Incorporation of Lear Seating Holdings Corp. #50 (incorporated by reference to Exhibit 3.9 to the Company’s Registration Statement on Form S-4/A filed on June 6, 2001).
3 .8 By-laws of Lear Seating Holdings Corp. #50 (incorporated by reference to Exhibit 3.10 to the Company’s Registration Statement on Form S-4/A filed on June 6, 2001).
3 .9 Certificate of Formation of Lear Technologies, L.L.C. (incorporated by reference to Exhibit 3.11 to the Company’s Registration Statement on Form S-3 filed on March 28, 2002).
3 .10 Limited Liability Company Agreement of Lear Technologies, L.L.C. (incorporated by reference to Exhibit 3.12 to the Company’s Registration Statement on Form S-3 filed on March 28, 2002).
3 .11 Certificate of Limited Partnership of Lear Midwest Automotive, Limited Partnership (incorporated by reference to Exhibit 3.13 to the Company’s Registration Statement on Form S-3 filed on March 28, 2002).
3 .12 Agreement of Limited Partnership of Lear Midwest Automotive, Limited Partnership, including First and Second Amendments thereto (incorporated by reference to Exhibit 3.14 to the Company’s Registration Statement on Form S-3 filed on March 28, 2002).
3 .13 Third Amendment to Agreement of Limited Partnership of Lear Midwest Automotive, Limited Partnership (incorporated by reference to Exhibit 3.13 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003).
3 .14 Deed of Transformation of Lear Automotive (EEDS) Spain S.L. (Unofficial English Translation) (incorporated by reference to Exhibit 3.17 to the Company’s Registration Statement on Form S-3 filed on May 8, 2002).
3 .15 By-laws of Lear Automotive (EEDS) Spain S.L. (Unofficial English Translation) (incorporated by reference to Exhibit 3.18 to the Company’s Registration Statement on Form S-3 filed on May 8, 2002).
3 .16 Articles of Incorporation of Lear Corporation Mexico, S.A. de C.V. (Unofficial English Translation) (incorporated by reference to Exhibit 3.19 to the Company’s Registration Statement on Form S-3 filed on March 28, 2002).
3 .17 By-laws of Lear Corporation Mexico, S.A. de C.V. (Unofficial English Translation) (incorporated by reference to Exhibit 3.20 to the Company’s Registration Statement on Form S-3 filed on March 28, 2002).
4 .1 Indenture dated as of May 15, 1999, by and among Lear Corporation as Issuer, the Guarantors party thereto from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 1999).
4 .2 Supplemental Indenture No. 1 to Indenture dated as of May 15, 1999, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2000).


Exhibit
Number			Exhibit

	3	.1	Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report onForm 10-Q for the quarter ended March 30, 1996).
	3	.2	Amended and Restated By-laws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report onForm 8-K filed August 9, 2002).
	3	.3	Certificate of Incorporation of Lear Operations Corporation (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement onForm S-4 filed on June 22, 1999).
	3	.4	By-laws of Lear Operations Corporation (incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement onForm S-4 filed on June 22, 1999).
	3	.5	Certificate of Incorporation of Lear Corporation EEDS and Interiors (incorporated by reference to Exhibit 3.7 to the Company’s Registration Statement onForm S-4/A filed on June 6, 2001).
	3	.6	By-laws of Lear Corporation EEDS and Interiors (incorporated by reference to Exhibit 3.8 to the Company’s Registration Statement onForm S-4/A filed on June 6, 2001).
	3	.7	Certificate of Incorporation of Lear Seating Holdings Corp. #50 (incorporated by reference to Exhibit 3.9 to the Company’s Registration Statement onForm S-4/A filed on June 6, 2001).
	3	.8	By-laws of Lear Seating Holdings Corp. #50 (incorporated by reference to Exhibit 3.10 to the Company’s Registration Statement onForm S-4/A filed on June 6, 2001).
	3	.9	Certificate of Incorporation of Lear Automotive Dearborn, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report onForm 10-Q filed on May 4, 2006).
	3	.10	Bylaws of Lear Automotive Dearborn, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report onForm 10-Q filed on May 4, 2006).
	3	.11	Certificate of Incorporation of Lear Corporation (Germany) Ltd. (incorporated by reference to Exhibit 3.13 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2005).
	3	.12	Certificate of Amendment of Certificate of Incorporation of Lear Corporation (Germany) Ltd. (incorporated by reference to Exhibit 3.14 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2005).
	3	.13	Amended and Restated By-laws of Lear Corporation (Germany) Ltd. (incorporated by reference to Exhibit 3.15 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2005).
	3	.14	Deed of Transformation of Lear Automotive (EEDS) Spain S.L. (Unofficial English Translation) (incorporated by reference to Exhibit 3.17 to the Company’s Registration Statement onForm S-3 filed on May 8, 2002).
	3	.15	By-laws of Lear Automotive (EEDS) Spain S.L. (Unofficial English Translation) (incorporated by reference to Exhibit 3.18 to the Company’s Registration Statement onForm S-3 filed on May 8, 2002).
	3	.16	Articles of Incorporation of Lear Corporation Mexico, S.A. de C.V. (Unofficial English Translation) (incorporated by reference to Exhibit 3.19 to the Company’s Registration Statement onForm S-3 filed on March 28, 2002).
	3	.17	By-laws of Lear Corporation Mexico, S.A. de C.V. (Unofficial English Translation) (incorporated by reference to Exhibit 3.20 to the Company’s Registration Statement onForm S-3 filed on March 28, 2002).
	*3	.18	By-laws of Lear Corporation Mexico, S. de R.L. de C.V., showing the change of Lear Corporation Mexico, S.A. de C.V. from a corporation to a limited liability, variable capital partnership (Unofficial English Translation).
	4	.1	Indenture dated as of May 15, 1999, by and among Lear Corporation as Issuer, the Guarantors party thereto from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report onForm 10-Q for the quarter ended April 3, 1999).
	4	.2	Supplemental Indenture No. 1 to Indenture dated as of May 15, 1999, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report onForm 10-Q for the quarter ended July 1, 2000).

Exhibit
Number Exhibit
4 .3 Supplemental Indenture No. 2 to Indenture dated as of May 15, 1999, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).
4 .4 Supplemental Indenture No. 3 to Indenture dated as of May 15, 1999, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).
4 .5 Indenture dated as of March 20, 2001, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee, relating to the 8 1/8% Senior Notes due 2008, including the form of exchange note attached thereto (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-4 filed on April 23, 2001).
4 .6 Supplemental Indenture No. 1 to Indenture dated as of March 20, 2001, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).
4 .7 Supplemental Indenture No. 2 to Indenture dated as of March 20, 2001, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).
4 .8 Indenture dated as of February 20, 2002, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001).
4 .9 Supplemental Indenture No. 1 to Indenture dated as of February 20, 2002, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.1 to the Company Current Report on Form 8-K dated August 26, 2004).
4 .10 Indenture dated as of August 3, 2004, by and among Lear Corporation as Issuer, the Guarantors party thereto from time to time and BNY Midwest Trust Company as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 3, 2004).
**5 .1 Opinion of Winston & Strawn LLP.
10 .1 Third Amended and Restated Credit and Guarantee Agreement, dated as of March 26, 2001, among Lear Corporation, Lear Canada, the Foreign Subsidiary Borrowers (as defined therein), the Lenders Party thereto, Bank of America, N.A., Citibank, N.A. and Deutsche Banc Alex Brown Inc., as Syndication Agent, The Bank of Nova Scotia, as Documentation Agent and Canadian Administrative Agent, The Other Agents Named in Schedule IX thereto and The Chase Manhattan Bank, as General Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-4 filed on April 23, 2001).
10 .2 Amended and Restated Revolving Credit and Term Loan Agreement, dated as of March 26, 2001, among Lear Corporation, the Foreign Subsidiary Borrowers (as defined therein), the Lenders Party thereto, Citicorp USA, Inc., as Syndication Agent, Toronto Dominion (Texas), Inc., as Documentation Agent, the Other Agents Named in Schedule IX thereto and The Chase Manhattan Bank, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-4 filed on April 23, 2001).
10 .3 Employment Agreement dated July 5, 2000 between the Company and Kenneth L. Way (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2000).
10 .4 Employment Agreement dated July 5, 2000 between the Company and Robert E. Rossiter (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2000).
10 .5 Employment Agreement dated July 5, 2000 between the Company and James H. Vandenberghe (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2000).


Exhibit
Number			Exhibit

	4	.3	Supplemental Indenture No. 2 to Indenture dated as of May 15, 1999, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2001).
	4	.4	Supplemental Indenture No. 3 to Indenture dated as of May 15, 1999, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.4 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2001).
	4	.5	Supplemental Indenture No. 4 to Indenture dated as of May 15, 1999, by and among Lear Corporation as Issuer, the Guarantors party thereto from time to time and The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as Trustee (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K dated December 15, 2005).
	4	.6	Indenture dated as of March 20, 2001, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee, relating to the 81/8% Senior Notes due 2008, including the form of exchange note attached thereto (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement onForm S-4 filed on April 23, 2001).
	4	.7	Supplemental Indenture No. 1 to Indenture dated as of March 20, 2001, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2001).
	4	.8	Supplemental Indenture No. 2 to Indenture dated as of March 20, 2001, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2001).
	4	.9	Supplemental Indenture No. 3 to Indenture dated as of March 20, 2001, by and among Lear Corporation as Issuer, the Guarantors party thereto from time to time and The Bank of New York as Trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report onForm 8-K dated December 15, 2005).
	4	.10	Indenture dated as of February 20, 2002, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.8 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2001).
	4	.11	Supplemental Indenture No. 1 to Indenture dated as of February 20, 2002, by and among Lear Corporation as Issuer, the Guarantors party thereto, from time to time and the Bank of New York as Trustee (incorporated by reference to Exhibit 4.1 to the Company Current Report onForm 8-K dated August 26, 2004).
	4	.12	Supplemental Indenture No. 2 to Indenture dated as of February 20, 2002, by and among Lear Corporation as Issuer, the Guarantors party thereto from time to time and The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as Trustee (incorporated by reference to Exhibit 10.3 to the Company’s Current Report onForm 8-K dated December 15, 2005).
	4	.13	Indenture dated as of August 3, 2004, by and among Lear Corporation as Issuer, the Guarantors party thereto from time to time and The Bank of New York Trust Company, N.A. as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report onForm 8-K dated August 3, 2004).
	4	.14	Supplemental Indenture No. 1 to Indenture dated as of August 3, 2004, by and among Lear Corporation as Issuer, the Guarantors party thereto from time to time and The Bank of New York Trust Company, N.A. (as successor to BNY Midwest Trust Company, N.A.), as Trustee (incorporated by reference to Exhibit 10.4 to the Company’s Current Report onForm 8-K dated December 15, 2005).
	4	.15	Supplemental Indenture No. 5 to the Indenture dated as of May 15, 1999, among Lear Corporation, the Guarantors set forth therein and The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report ofForm 8-K filed on April 25, 2006).
	4	.16	Supplemental Indenture No. 4 to the Indenture dated as of March 20, 2001, among Lear Corporation, the Guarantors set forth therein and The Bank of New York, as trustee (incorporated by reference to Exhibit 10.3 to the Company’s Current Report onForm 8-K filed on April 25, 2006).


Exhibit
Number			Exhibit

	4	.17	Supplemental Indenture No. 3 to the Indenture dated as of February 20, 2002, among Lear Corporation, the Guarantors set forth therein and The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as trustee (incorporated by reference to Exhibit 10.4 to the Company’s Current Report onForm 8-K filed on April 25, 2006).
	4	.18	Supplemental Indenture No. 4 to the Indenture dated as of February 20, 2002, among Lear Corporation, the Guarantors set forth therein and The Bank of New York Trust Company, N.A. (as successor to The Bank of New York), as trustee (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K filed on June 14, 2006).
	4	.19	Supplemental Indenture No. 2 to the Indenture dated as of August 3, 2004, among Lear Corporation, the Guarantors set forth therein and The Bank of New York Trust Company, N.A. (as successor to BNY Midwest Trust Company, N.A.), as trustee (incorporated by reference to Exhibit 10.5 to the Company’s Current Report onForm 8-K filed on April 25, 2006).
	4	.20	Indenture dated as of November 24, 2006 by and among Lear Corporation, certain Subsidiary Guarantors (as defined therein) and The Bank of New York Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report onForm 8-K filed on November 28, 2006).
	*5	.1	Opinion of Winston & Strawn LLP.
	*5	.2	Opinion of DLA Piper Spain, S.L., Madrid, Spain.
	*5	.3	Opinion of Baker & McKenzie, S.C., Mexico.
	10	.1	Credit and Guarantee Agreement, dated as of March 23, 2005, among the Company, Lear Canada, each Foreign Subsidiary Borrower (as defined therein), the Lenders party thereto, Bank of America, N.A., as syndication agent, Citibank, N.A. and Deutsche Bank Securities Inc., as documentation agents, The Bank of Nova Scotia, as documentation agent and Canadian administrative agent, the other Agents named therein and JPMorgan Chase Bank, N.A., as general administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K dated March 23, 2005).
	10	.2	Amended and Restated Credit and Guarantee Agreement, dated as of April 25, 2006, among the Company, Lear Canada, each Foreign Subsidiary Borrower (as defined therein), the Lenders party thereto, Bank of America, N.A., as syndication agent, Citibank, N.A. and Deutsche Bank Securities Inc., as documentation agents, The Bank of Nova Scotia, as documentation agent and Canadian administrative agent, the other Agents named therein and JPMorgan Chase Bank, N.A., as general administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K dated April 25, 2006).
	10	.3	Employment Agreement, dated March 15, 2005, between the Company and Robert E. Rossiter (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K dated March 15, 2005).
	10	.4	Employment Agreement, dated March 15, 2005, between the Company and James H. Vandenberghe (incorporated by reference to Exhibit 10.2 to the Company’s Current Report onForm 8-K dated March 15, 2005).
	10	.5	Employment Agreement, dated March 15, 2005, between the Company and Douglas G. DelGrosso (incorporated by reference to Exhibit 10.3 to the Company’s Current Report onForm 8-K dated March 15, 2005).
	10	.6	Employment Agreement, dated March 15, 2005, between the Company and Daniel A. Ninivaggi (incorporated by reference to Exhibit 10.6 to the Company’s Current Report onForm 8-K dated March 15, 2005).
	10	.7	Employment Agreement, dated March 15, 2005, between the Company and Roger A. Jackson (incorporated by reference to Exhibit 10.7 to the Company’s Current Report onForm 8-K dated March 15, 2005).
	10	.8	Employment Agreement, dated as of March 15, 2005, between the Company and Paul Joseph Zimmer (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report onForm 10-Q for the quarter ended October 1, 2005).


Exhibit
Number			Exhibit

	10	.9	Employment Agreement, dated as of March 15, 2005, between the Company and Raymond E. Scott (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report onForm 10-Q for the quarter ended October 1, 2005).
	10	.10	Lear’s 1994 Stock Option Plan (incorporated by reference to Exhibit 10.27 to the Company’s Transition Report onForm 10-K filed on March 31, 1994).
	10	.11	Lear Corporation 1996 Stock Option Plan, as amended and restated (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report onForm 10-Q for the quarter ended June 28, 1997).
	10	.12	Lear Corporation Long-Term Stock Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.1 of the Company’s Current Report onForm 8-K filed on April 25, 2006).
	10	.13	Form of the Long-Term Stock Incentive Plan 2002 Nontransferable Nonqualified Stock Option Terms and Conditions (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2003).
	10	.14	Lear Corporation Outside Directors Compensation Plan, effective January 1, 2005 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K dated December 7, 2004).
	10	.15	Form of the Long-Term Stock Incentive Plan 2003 Director Nonqualified, Nontransferable Stock Option Terms and Conditions (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2003).
	10	.16	Form of the Long-Term Stock Incentive Plan 2003 Restricted Stock Unit Terms and Conditions for Management (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2003).
	10	.17	Form of the Long-Term Stock Incentive Plan 2003 Deferral and Restricted Stock Unit Agreement — MSPP (U.S.) (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2003).
	10	.18	Form of the Long-Term Stock Incentive Plan 2003 Deferral and Restricted Stock Unit Agreement — MSPP(Non-U.S.) (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2003).
	10	.19	Form of the Lear Corporation 1996 Stock Option Plan Stock Option Agreement (incorporated by reference to Exhibit 10.30 to the Company’s Annual Report onForm 10-K for the year ended December 31, 1997).
	10	.20	Lear Corporation 1994 Stock Option Plan, Second Amendment effective January 1, 1996 (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report onForm 10-K for the year ended December 31, 1998).
	10	.21	Lear Corporation 1994 Stock Option Plan, Third Amendment effective March 14, 1997 (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report onForm 10-K for the year ended December 31, 1998).
	10	.22	Stock Purchase Agreement dated as of March 16, 1999, by and between Nevada Bond Investment Corp. II and Lear Corporation (incorporated by reference to Exhibit 99.1 to the Company’s Current Report onForm 8-K dated March 16, 1999).
	10	.23	Stock Purchase Agreement dated as of May 7, 1999, between Lear Corporation and Johnson Electric Holdings Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K dated May 7, 1999).
	10	.24	Registration Rights Agreement dated as of November 24, 2006 among Lear Corporation, certain Subsidiary Guarantors (as defined therein) and Citigroup Global Markets Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K filed on November 28, 2006).
	10	.25	Lear Corporation Executive Supplemental Savings Plan, as amended and restated (incorporated by reference to Exhibit 10.2 to the Company’s Current Report onForm 8-K for the year ended May 4, 2005).
	10	.26	2006 Management Stock Purchase Plan (U.S.) Terms and Conditions (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2005).


Exhibit
Number			Exhibit

	10	.27	2006 Management Stock Purchase Plan(Non-U.S.) Terms and Conditions (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2005).
	10	.28	Performance Share Award Agreement dated June 22, 2004, between the Company and Robert E. Rossiter (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report onForm 10-Q for the quarter ended July 3, 2004).
	10	.29	Performance Share Award Agreement dated June 22, 2004, between the Company and James H. Vandenberghe (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report onForm 10-Q for the quarter ended July 3, 2004).
	10	.30	Performance Share Award Agreement dated June 22, 2004, between the Company and Douglas G. DelGrosso (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report onForm 10-Q for the quarter ended July 3, 2004).
	10	.31	Performance Share Award Agreement dated June 22, 2004, between the Company and Roger A. Jackson (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report onForm 10-Q for the quarter ended July 3, 2004).
	10	.32	Performance Share Award Agreement dated June 22, 2004, between the Company and Daniel A. Ninivaggi (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report onForm 10-Q for the quarter ended July 3, 2004).
	10	.33	Form of Performance Share Award Agreement for the three-year period ending December 31, 2007 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report onForm 8-K dated February 10, 2005).
	10	.34	Purchase Agreement dated as of July 29, 2004, by and among Lear Corporation as Issuer, the Guarantors party thereto and the Purchasers (as defined therein) (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report onForm 10-Q for the quarter ended October 2, 2004).
	10	.35	Registration Rights Agreement dated as of August 3, 2004, by and among Lear Corporation as Issuer, the Guarantors party thereto and the Initial Purchasers (as defined therein) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report onForm 10-Q for the quarter ended October 2, 2004).
	10	.36	Purchase and Transfer Agreement dated April 5, 2004, among Lear Corporation Holding GmbH, Lear Corporation GmbH & Co. KG and the Sellers named therein (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report onForm 10-Q for the quarter ended April 3, 2004).
	10	.37	Long-Term Stock Incentive Plan 2005 Restricted Stock Unit Terms and Conditions (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report onForm 10-Q for the Quarter ended October 1, 2005).
	10	.38	Long-Term Stock Incentive Plan Supplemental Restricted Stock Unit Terms and Conditions (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report onForm 10-Q for the quarter ended October 1, 2005).
	10	.39	Long-Term Stock Incentive Plan Stock Appreciation Rights Terms and Conditions (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report onForm 10-Q for the quarter ended October 1, 2005).
	10	.40	Lear Corporation Estate Preservation Plan (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2004).
	10	.41	Lear Corporation Pension Equalization Program, as amended through August 15, 2003 (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report onForm 10-K for the year ended December 31, 2004).
	10	.42	Lear Corporation Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K dated February 10, 2005).
	10	.43	First Amendment to the Lear Corporation Executive Supplemental Savings Plan, dated as of November 10, 2005 (incorporated by reference to Exhibit 10.48 to the Company’s Current Report onForm 10-K for the year ended December 31, 2005).


Exhibit
Number			Exhibit

	10	.44	Form of Indemnity Agreement between the Company and each of its directors (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report onForm 10-Q for the quarter ended July 2, 2005).
	10	.45	Form of the Long-Term Stock Incentive Plan 2004 Restricted Stock Unit Terms & Conditions for Management (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K dated November 12, 2004).
	10	.46	Sale and Purchase Agreement dated as of July 20, 2006, by and among the Company, Lear East European Operations S.a.r.l., Lear Holdings (Hungary) Kft, Lear Corporation GmbH, Lear Corporation Sweden AB, Lear Corporation Poland Sp.zo.o., International Automotive Components Group LLC, International Automotive Components Group SARL, International Automotive Components Group Limited, International Automotive Components Group GmbH and International Automotive Components Group AB (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K filed on July 21, 2006).
	10	.47	Stock Purchase Agreement, dated as of October 17, 2006, among the Company, Icahn Partners LP, Icahn Partners Master Fund LP and Koala Holding LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K filed on October 17, 2006).
	10	.48	Form of Performance Share Award Agreement under the Lear Corporation Long-Term Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K filed on March 24, 2006).
	10	.49	Restricted Stock Award Agreement dated November 9, 2006, by and between the Company and Daniel A. Ninivaggi (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K filed on November 14, 2006).
	10	.50	Asset Purchase Agreement dated as of November 30, 2006, by and among Lear Corporation, International Automotive Components Group North America, Inc., WL Ross & Co. LLC, Franklin Mutual Advisers, LLC and International Automotive Components Group North America, LLC. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report onForm 8-K filed on December 1, 2006).
	10	.51	Form of Limited Liability Company Agreement of International Automotive Components Group North America, LLC. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report onForm 8-K filed on December 1, 2006).
	*11	.1	Computation of net income per share.
	*12	.1	Computation of ratios of earnings to fixed charges.
	*21	.1	List of subsidiaries of the Company.
	*23	.1	Consent of Ernst & Young LLP.
	*23	.2	Consent of Winston & Strawn LLP (included in Exhibit 5.1).
	*23	.3	Powers of Attorney (included on the signature pages hereof).
	*23	.4	Consent of DLA Piper Spain, S.L., Madrid, Spain (incorporated in Exhibit 5.2).
	*23	.5	Consent of Baker & McKenzie, S.C., Mexico (included in Exhibit 5.3).
	*25	.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 onForm T-1 of The Bank of New York Trust Company, N.A., as Trustee under the Indenture, for the 81/2% Series B Senior Notes due 2013.
	*25	.2	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 onForm T-1 of The Bank of New York Trust Company, N.A., as Trustee under the Indenture, for the 83/4% Series B Senior Notes due 2016.
	*99	.1	Form of Letter of Transmittal.
	*99	.2	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	*99	.3	Form of Letter to Clients.
	*99	.4	Form of Notice of Guaranteed Delivery.


*		Filed herewith.

**	~~To be filed by amendment.~~


Delaware		13-3386776
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)


Delaware		38-3265872
Delaware		38-2929055
Delaware		38-2446360
Delaware		~~52-2133836~~13-3386716
Delaware		~~61-1317467~~38-3384976
Spain		~~38-3384976~~N.A.
Mexico		CIN830323-T75
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)


		Daniel A. Ninivaggi ~~Senior~~
		Executive Vice President, Secretary
		and General Counsel
		Lear Corporation
21557 Telegraph Road		21557 Telegraph Road
Southfield, Michigan ~~48034~~48033		Southfield, Michigan ~~48034~~48033
(248) 447-1500		(248) 447-1500
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)		(Name, address, including zip code, and telephone number, including area code, of agent for service)






			Proposed Maximum	Proposed Maximum
Title of Each Class of		Amount	Offering Price	Aggregate	Amount of
Securities to be Registered		to be Registered	Per Share	Offering Price	Registration Fee(1)


5 3/4% Series B Senior Notes due 2014		$400,000,000	100%	$400,000,000	$50,579.53

Guarantees of 5 3/4% Series B Senior Notes due 2014		$400,000,000	N/A	N/A	(2)

	Total:	$800,000,000	100%	$400,000,000	$50,579.53


		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount to be	Offering	Aggregate	Registration
Securities to be Registered	Registered	Price per Share	Offering Price	Fee(1)
81/2% Series B Senior Notes due 2013	$300,000,000	100%	$300,000,000	$32,100
83/4% Series B Senior Notes due 2016	$600,000,000	100%	$600,000,000	$64,200
Guarantees of 81/2% Series B Senior Notes due 2013	$300,000,000	N/A	N/A	(2)
Guarantees of 83/4% Series B Senior Notes due 2016	$600,000,000	N/A	N/A	(2)
Total:	$1,800,000,000	100%	$900,000,000	$96,300


(1)	In	Calculated in accordance with Rule 457(f)~~(2), the registration fee is calculated based on the book value ($399,206,989.66), which has been calculated as~~ of the ~~most recent practicable date, October 30, 2004, of the outstanding 5 3/4% Senior Notes due 2014 of Lear Corporation.~~Securities Act.

(2)		Pursuant to Rule 457(n), no separate registration fee is payable for the Guarantees.


	•	~~Lear is~~We are offering to exchange ~~5 3/4%~~81/2% Series B Senior Notes due ~~2014,~~2013 and 83/4% Series B Senior Notes due 2016, which have been registered under the Securities Act of 1933, for all of ~~its~~our original unregistered ~~5 3/4%~~81/2% Senior Notes due ~~2014.~~2013 and 83/4% Senior Notes due 2016.

	•	The exchange notes, like the original notes, will be our senior unsecured ~~obligations of Lear. Lear’s~~obligations. Our obligations under the original notes are, and ~~its~~our obligations under the exchange notes will be, fully and unconditionally guaranteed on a senior unsecured basis by several of ~~Lear’s~~our wholly-owned subsidiaries that guarantee ~~Lear’s~~our obligations under ~~its Senior Credit Facilities.~~our senior credit facilities and other existing senior notes.

	•	The terms of the exchange notes are identical in all respects to the terms of the original notes for which they are being exchanged, except that the registration rights and related liquidated damages provisions, and the transfer restrictions, applicable to the original notes are not applicable to the exchange notes.

	•	Subject to the satisfaction or waiver of specified conditions, ~~Lear~~we will exchange the applicable exchange notes for all original notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.

	•	You may withdraw tenders of original notes at any time prior to the expiration of the exchange offer.

	•	~~Lear~~We will not receive any proceeds from the exchange offer.


~~Prospectus Summary~~PROSPECTUS SUMMARY			1
~~Risk Factors~~RISK FACTORS			9
~~Incorporation of Certain Information by Reference~~INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			1418
~~Forward-Looking Statements~~FORWARD-LOOKING STATEMENTS			1519
~~Use of Proceeds~~USE OF PROCEEDS			1620
~~Summary Consolidated Financial Information~~SELECTED CONSOLIDATED FINANCIAL INFORMATION			1721
~~The Exchange Offer~~THE EXCHANGE OFFER			1923
~~Description of Exchange Notes~~DESCRIPTION OF EXCHANGE NOTES			2630
~~Certain United States Federal Income Tax Considerations~~CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS			3943
~~Plan of Distribution~~PLAN OF DISTRIBUTION			4246
~~Legal Matters~~LEGAL MATTERS			4347
~~Experts~~EXPERTS			4347
~~Computation of Net Income Per Share~~EX-3.18: BY-LAWS
~~Computation of Ratios of Earnings to Fixed Charges~~EX-5.1: OPINION OF WINSTON & STRAWN LLP
~~Consent of Ernst~~EX-5.2: OPINION OF DLA PIPER SPAIN, S.L., MADRID, SPAIN.
EX-5.3: OPINION OF BAKER & ~~Young~~MCKENZIE, S.C., MEXICO
EX-11.1: COMPUTATION OF NET INCOME PER SHARE
EX-12.1: COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
EX-21.1: LIST OF SUBSIDIARIES
EX-23.1: CONSENT OF ERNST & YOUNG LLP
EX-25.1: STATEMENT OF ELIGIBILITY AND QUALIFICATION ON FORM T-1
EX-25.2: STATEMENT OF ELIGIBILITY AND QUALIFICATION ON FORM T-1
EX-99.1: FORM OF LETTER OF TRANSMITTAL
EX-99.2: FORM OF LETTER TO BROKERS, DEALERS, COMMERICAL BANKS, TRUST COMPANIES AND OTHER NOMINEES
EX-99.3: FORM OF LETTER TO CLIENTS
EX-99.4: FORM OF NOTICE OF GUARANTEED DELIVERY


	•	~~Enhance strong relationships with our customers by focusing on customer service and quality;~~

	•	~~Expand our business in Asian markets and with Asian automotive manufacturers worldwide;~~

	•	~~Improve European business structure and expand European market share;~~


	•	~~Capitalize on systems and integration opportunities;~~

	•	~~Leverage electronic capabilities and invest in product technology and design capability;~~

	•	~~Maintain flexible and efficient cost structure; and~~

	•	~~Strategic acquisitions.~~


General		On ~~August 3, 2004, Lear~~November 24, 2006, we completed a private offering of the original notes, which consisted of ~~$400,000,000~~$300,000,000 aggregate principal amount of ~~its 5 3/4%~~our 81/2% Senior Notes due ~~2014.~~2013 and $600,000,000 aggregate principal amount of our 83/4% Senior Notes due 2016. In connection with the private offering, ~~Lear~~we entered into a registration rights agreement in which itwe agreed, among other things, to deliver this prospectus to you and to complete an exchange offer for the original notes.

The exchange offer		~~Lear is~~We are offering to exchange up to ~~$400,000,000~~$300,000,000 aggregate principal amount of ~~its 5 3/4%~~our 81/2% Series B Senior Notes due ~~2014~~2013, which have been registered under the Securities Act, for a like aggregate principal amount of ~~its~~our original unregistered ~~5 3/4%~~81/2% Senior Notes due ~~2014.~~2013. We are also offering to exchange up to $600,000,000 aggregate principal amount of our 83/4% Series B Senior Notes due 2016, which have been registered under the Securities Act, for a like aggregate principal amount of our original unregistered 83/4% Senior Notes due 2016.

		Original notes may be tendered only in $1,000 increments. Subject to the satisfaction or waiver of specified conditions, ~~Lear~~we will exchange the applicable exchange notes for all original notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer. ~~Lear~~We will cause the exchange to be effected promptly after the expiration of the exchange offer.

Resales		Based on interpretations by the staff of the Securities and Exchange Commission, ~~Lear believes~~we believe that exchange notes issued in the exchange offer may be offered for resale, resold, or otherwise transferred by you, without compliance with the registration and prospectus delivery requirements of the Securities Act, if:

		• you acquire the exchange notes in the ordinary course of your business;

		• you are not engaging in and do not intend to engage in a distribution of the exchange notes;

		• you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes; and

		• you are not an affiliate of Lear within the meaning of Rule 405 under the Securities Act.

		If you are an affiliate of Lear, or are engaging in or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the exchange notes:

		• you cannot rely on the applicable interpretations of the staff of the Securities and Exchange Commission; and

		• you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

		If you are a broker or dealer seeking to receive exchange notes for your own account in exchange for original notes that you acquired


		as a result of market-making or other trading activities, you must acknowledge that you will deliver this prospectus in connection with any offer to resell, resale, or other transfer of the exchange notes that you receive in the exchange offer.


Expiration date		The exchange offer will expire at 5:00 p.m., New York City time, on January , ,2007, unless extended by ~~Lear.~~us.

Withdrawal		You may withdraw the tender of your original notes at any time prior to the expiration of the exchange offer. ~~Lear~~We will return to you any of your original notes that are not accepted for exchange for any reason, without expense to you, promptly after the expiration or termination of the exchange offer.

Interest on the exchange notes and the original notes		Each exchange note will accrue interest from the date of the completion of the exchange offer. Accrued and unpaid interest on the original notes exchanged in the exchange offer will be paid on the first interest payment date for the exchange notes to the holders on the relevant record date of the exchange notes issued in respect of the original notes being exchanged. Interest on the original notes being exchanged in the exchange offer shall cease to accrue on the date of the completion of the exchange offer.

Conditions to the exchange offer		The exchange offer is subject to customary conditions. ~~Lear~~We may assert or waive these conditions in ~~its~~our sole discretion. See “The exchange offer — Conditions to the exchange offer.”

Exchange agent		Bank of New York is serving as exchange agent for the exchange offer.

Procedures for tendering original notes		Any holder of original notes that wishes to tender original notes must cause the following to be transmitted to and received by the exchange agent no later than 5:00 p.m., New York City time, on the expiration date:


Guaranteed delivery procedures		Any holder of original notes that cannot cause the original notes or any other required documents to be transmitted to and received by the exchange agent before 5:00 p.m., New York City time, on the expiration date, may tender original notes according to the guaranteed delivery procedures set forth in “The exchange offer — Guaranteed delivery procedures.”


Special procedures for beneficial owners		If you are the beneficial owner of original notes that are registered in the name of your broker, dealer, commercial bank, trust company, or other nominee, and you wish to participate in the exchange offer, you should promptly contact the person through which you beneficially own your original notes and instruct that person to tender original notes on your behalf. See “The exchange offer — Procedures for tendering.”


Representations of tendering holders		By tendering original notes pursuant to the exchange offer, each holder will make the representations ~~to Lear~~ described in “The exchange offer — Procedures for tendering.”


Acceptance of original notes and delivery of exchange notes		Subject to the satisfaction or waiver of the conditions to the exchange offer, ~~Lear~~we will accept for exchange any and all original notes that are properly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the expiration date. ~~Lear~~We will cause the exchange to be effected promptly after the expiration of the exchange offer.

Certain U.S. federal income tax considerations		The exchange of original notes for exchange notes pursuant to the exchange offer generally will not be a taxable event for U.S. federal income tax purposes. See “Certain United States federal income tax considerations.”

Use of proceeds		~~Lear~~We will not receive any proceeds from the issuance of exchange notes pursuant to the exchange offer. ~~Lear~~We will pay all expenses incident to the exchange offer.


Holders that are not broker-dealers		Generally, if you are not an “affiliate” of Lear within the meaning of Rule 405 under the Securities Act, upon the exchange of your original notes for exchange notes pursuant to the exchange offer, you will be able to offer your exchange notes for resale, resell your exchange notes and otherwise transfer your exchange notes without compliance with the registration and prospectus delivery provisions of the Securities Act.

		This is true so long as you have acquired the exchange notes in the ordinary course of your business, you have no arrangement with any person to participate in a distribution of the exchange notes and neither you nor any other person is engaging in or intends to engage in a distribution of the exchange notes.

Holders that are broker-dealers		A broker-dealer who acquired original notes directly from us cannot exchange those original notes in the exchange offer.

		Otherwise, each broker-dealer that receives exchange notes for its own account in exchange for original notes must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. You should read “Plan of distribution” for a more detailed discussion of these requirements.


Failure to exchange		Upon consummation of the exchange offer, holders that were not prohibited from participating in the exchange offer and did not tender their original notes will not have any registration rights under the registration rights agreement with respect to such nontendered original notes. Accordingly, nontendered original notes will continue to remain outstanding and continue to be subject to the significant restrictions on transfer described in the legend on them. The nontendered original notes will continue to accrue interest. We do not intend to register the original notes under the Securities Act.


Issuer		Lear Corporation.

Securities offered		$~~400,000,000~~300,000,000 principal amount of ~~5 3/4%~~81/2% Series B Senior Notes due ~~2014.~~2013 and $600,000,000 principal amount of 83/4% Series B Senior Notes due 2016.

Maturity date		~~August~~December 1, ~~2014.~~2013 in the case of the 2013 exchange notes and December 1, 2016 in the case of the 2016 exchange notes.

Interest payment dates		~~February~~June 1 and ~~August~~December 1, ~~of each year commencing~~beginning on ~~, 2005.~~June 1, 2007.

Ranking		The exchange notes will be senior unsecured obligations and will rank ~~equal in right of payment with all of~~pari passuto our existing and future unsubordinated unsecured indebtedness. Indebtedness under our Senior Credit Facilities (as defined under “Description of exchange notes”) is secured by the pledge of all or a portion of the capital stock of certain of our subsidiaries. The exchange notes will not have the benefit of such pledges. In addition, the exchange notes will effectively rank junior in right of payment behind any existing or future secured debt to the extent of the value of the assets securing such debt. The exchange notes will also effectively rank junior in right of paymentsenior indebtedness, and senior to all ~~obligations of~~future subordinated indebtedness. The guarantees by our subsidiaries ~~which do not guarantee~~will rankpari passuwith the ~~exchange notes with respect to the assets of those subsidiaries and effectively rank junior in right of payment behind current~~existing and future ~~secured debt of the guarantors to the extent of the value of the assets securing such debt.~~

~~Guarantees~~		~~The exchange notes will be guaranteed on a~~ senior ~~unsecured basis by each~~indebtedness of our subsidiaries that guarantee our Senior Credit Facilities and our existing senior notes. In the event that any such subsidiary ceases to be a guarantor under our Senior Credit Facilities and the existing senior notes, such subsidiary will be released as a guarantor of the exchange notes. ~~Pursuant to the Senior Credit Facilities,~~As of September 30, 2006, we ~~currently have the right to release the guarantees~~and our subsidiary guarantors had $2.3 billion of ~~the Senior Credit Facilities. Such a release would cause the release~~senior indebtedness outstanding, of ~~the guarantees of~~which $1.0 billion is secured, and our ~~existing~~subsidiaries that are not guarantors had $76 million senior ~~notes and the exchange notes.~~indebtedness outstanding.

Guarantees		Five of our domestic subsidiaries and two of our foreign subsidiaries will jointly, severally and unconditionally guarantee the exchange notes on a senior unsecured basis.

Optional redemption		We may redeem ~~all~~the 2013 exchange notes prior to December 1, 2010 and the 2016 exchange notes prior to December 1, 2011 in whole or in part from time to time at a price based on a “make whole” formula described in this prospectus.

		In addition, we may redeem some or all of the 2013 exchange notes at ~~our option,~~any time on or after December 1, 2010 or some or all of the 2016 exchange notes at any time on or after December 1, 2011, at specified redemption prices discussed under the redemption price equal to the greater of (a) 100% of the principal amount of the exchange notes to be redeemed, and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon from the redemption date to the maturity date discounted to the redemption date on a semiannual basis at the Treasury Rate plus 20 basis points, in each case, together with any accrued and unpaid interest to but excluding the date of redemption. Seecaption “Description of the exchange notes — Optional redemption.”


~~Restrictive covenants~~Change of control offer		If we experience a change of control (as defined under the caption “Description of the exchange notes — Certain definitions”), we must give holders of the exchange notes the opportunity to sell us their exchange notes at 101% of their face amount, plus accrued interest.

		We ~~will issue~~might not be able to pay you the required price for exchange notes you present to us at the time of a change of control, because:

		• we might not have enough funds at that time; or

		• the terms of our senior debt may prevent us from paying.

Certain indenture provisions		The indenture governing the exchange notes ~~under an indenture among us, the guarantors and BNY Midwest Trust Company, as trustee. The indenture~~ will ~~limit~~contain covenants limiting our ~~ability and the ability of our restricted subsidiaries to create liens and engage in sale and lease-back transactions. The indenture will also limit our ability to engage in mergers and consolidations~~(and most or ~~to transfer all or substantially~~ all of our ~~assets.~~ subsidiaries’) ability to:

		• create liens on our assets to secure debt; and

		• enter into sale and leaseback transactions.

		These covenants are subject to a number of important ~~exceptions~~limitations and ~~limitations, which are described under the heading “Description of the exchange notes — Certain covenants.”~~exceptions.


	*~~If you fail to exchange your original notes for exchange notes, you will no longer have any registration rights with respect to your original notes.~~*


	*~~A decline in automotive sales could reduce our sales and harm our profitability and thereby make it more difficult for us to make payments under our indebtedness, including the exchange notes.~~*


	The loss of business from a major customer could reduce our sales and harm our profitability and thereby make it more difficult for us to make payments under our indebtedness, including the exchange notes.


	The discontinuation of, the loss of business with respect to or a lack of commercial success of a particular vehicle model for which we are a significant supplier could reduce our sales and harm our profitability and thereby make it more difficult for us to make payments under our indebtedness, including the exchange notes.


	*~~Our substantial international operations make us vulnerable to risks associated with doing business in foreign countries.~~*


	•	exposure to local economic conditions;

	•	expropriation and nationalization;

	•	foreign exchange rate fluctuations and currency controls;

	•	withholding and other taxes on remittances and other payments by subsidiaries;

	•	investment restrictions or requirements;

	•	export and import restrictions; and

	•	increases in working capital requirements related to long supply chains.


	A significant labor dispute involving us or one or more of our customers or suppliers or that could otherwise affect our operations could reduce our sales and harm our profitability and thereby make it more difficult for us to make payments under our indebtedness, including the exchange notes.


	*~~Adverse developments affecting one or more of our major suppliers could harm our profitability.~~*


	*~~We are involved from time to time in legal proceedings and commercial or contractual disputes, which could have an adverse impact on our profitability and consolidated financial position.~~*


	Because a significant portion of our borrowings bear interest at variable rates, an increase in interest rates would reduce our profitability and thereby make it more difficult for us to make payments under our indebtedness, including the exchange notes.


	Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks described above. Secured indebtedness and borrowings by subsidiaries that are not guarantors will be effectively senior to the exchange notes.


	We depend upon cash from our subsidiaries. Therefore, if we do not receive dividends or other distributions from our subsidiaries, it could be more difficult for us to make payments under our indebtedness, including the exchange notes.


	*~~You may have no effective remedy against our former auditors Arthur Andersen LLP.~~*


	~~A court may void the guarantees of the exchange notes or subordinate the guarantees to other~~ We have substantial indebtedness, which could affect our ability to meet our obligations ~~of the subsidiary guarantors, which would make it less likely that payments will be made~~ under ~~the exchange notes.~~


	•	~~was insolvent or rendered insolvent by reason of such incurrence;~~make it more difficult for us to satisfy our obligations under our indebtedness, including the exchange notes;

	•	~~was engaged~~limit our ability to borrow money for our working capital, capital expenditures, debt service requirements or ~~about to engage in a business or transaction for which that guarantor’s remaining assets constituted unreasonably small capital;~~other corporate purposes;

	•	~~was~~require us to dedicate a ~~defendant~~substantial portion of our cash flow to payments on our indebtedness, which would reduce the amount of cash flow available to fund working capital, capital expenditures, product development and other corporate requirements;

	•	increase our vulnerability to general adverse economic and industry conditions;

	•	limit our ability to respond to business opportunities; and

	•	subject us to financial and other restrictive covenants, which, if we fail to comply with these covenants and our failure is not waived or cured, could result in an ~~action for money damages, or had a judgment for money damages docketed against it, if in either case, after a final judgment, the judgment were unsatisfied; or~~event of default under our debt.